Corporate disputes and shareholder disputes
The functioning of a company involves the risk of conflicts and disputes over various issues. They may arise from different visions of shareholders for the further direction of the company development, different perceptions of the "common goal" or problems with personal relationships preventing the company from continuing its business activities. As corporate law specialists, we know that while it is crucial in business to avoid (time and money consuming) disputes, they can not always be avoided. Corporate conflicts are sometimes inevitable, thus, it is crucial to know how to handle them.
Over the past several years, we have been involved in resolving numerous disputes between members of the management board or shareholders. One of the cases handled by our Law Firm concerned a multi-stage merger of four companies blocked by shareholders of one of them. We assisted also with resolving several long disputes between shareholders – founders forming a blocking minority, whose diverging views on the development strategy resulted in a deadlock within the company.
Being specialists in transactional advice and ongoing corporate services, we offer legal support with regard to corporate disputes, in particular within the scope of:
- disputes relating to either negotiated or implemented transactions, including conditional agreements, preliminary agreements, option agreements or disputes over the amount or payment of price for shares (price adjustment, tag along and drag along clauses, escrow account, rules covering liability for the accuracy of transaction representations and warranties, etc.)
- disputes over the functioning of companies between corporate bodies or between such bodies and shareholders, in particular in the context of competence to conduct affairs of the company, exercise supervision over its operations and define development strategy, binding instructions for corporate bodies and holding issues
- drafting and reviewing internal procedures (regulations, shareholder agreements, etc.), defining decision-making and consultation procedures that mitigate the risk of disputes
- disputes between shareholders, in particular conflicts between majority and minority shareholders, protection of corporate and property rights of shareholders
- disputes concerning the exclusion of a shareholder, dissolution or winding-up of the company
- financial disputes regarding the distribution of profit and covering of losses, change and way of allocating capital, additional payments and valuation of shares in companies and partner's share in partnerships, share exchange parity, etc.)
- resolution of disputes over arbitration clause, mediation, appointment of an administrator or choice of foreign law
In the aforementioned cases, we develop concepts for resolving disputes, conduct negotiations and represent Clients in proceedings before courts.