Most corporate disputes we later litigate could have been prevented by a better document at the start. A shareholders’ agreement that dealt with deadlock. A contract that said what happened on termination. A properly documented loan.
Yeo Marini Law Corporation advises businesses from incorporation through to complex transactions. Our team brings commercial and financial sector experience alongside legal training, which means advice grounded in how businesses actually operate.
Setting up and structuring
- Incorporation and choice of entity
- Constitutions, and where the default provisions need changing
- Shareholders’ agreements and founders’ agreements
- Share issues, transfers and option arrangements
Shareholders’ agreements: the clauses that matter
These documents are frequently signed without much attention until something goes wrong. The provisions that determine what happens then include:
- Deadlock mechanisms, particularly in a 50/50 company
- Reserved matters requiring unanimous or supermajority consent
- Board composition, and whether a chairman has a casting vote
- Pre-emption rights, drag-along and tag-along provisions
- Leaver provisions, and what a departing founder keeps
- Exit and valuation mechanics
We advise on these from the perspective of having seen how they perform when relations break down.
Commercial contracts
We draft and review supply and distribution agreements, service agreements, agency and consultancy arrangements, licensing agreements, confidentiality agreements, employment contracts and restrictive covenants, and loan and security documents.
Where you are reviewing a counterparty’s draft, we will tell you which points are genuinely worth negotiating and which are standard. Not every unfavourable clause is worth the relationship cost of fighting it.
Governance and compliance
Directors owe duties to the company, including to act honestly and in the company’s interests, to avoid conflicts, and to exercise reasonable diligence. Those duties bite hardest when a company is in difficulty.
We advise directors on their duties, and on statutory filings and compliance under the Companies Act.
When things go wrong
Where disputes arise between shareholders or directors, we advise on the options available and act where appropriate. Our litigation experience informs how we draft, and our drafting experience informs how we litigate.
See also our civil litigation practice.
Common questions
Do we need a shareholders’ agreement?
The provisions that matter most are the ones nobody reads until something goes wrong: deadlock mechanisms in a 50/50 company, reserved matters, board composition and casting votes, pre-emption rights, leaver provisions, and exit and valuation mechanics.
What duties do directors owe?
Directors owe duties to the company, including to act honestly and in the company’s interests, to avoid conflicts, and to exercise reasonable diligence. Those duties bite hardest when a company is in difficulty.
Should I negotiate every unfavourable clause in a contract?
Not necessarily. Where you are reviewing a counterparty’s draft, we will tell you which points are genuinely worth negotiating and which are standard. Not every unfavourable clause is worth the relationship cost of fighting it.
Speaking to us
Nothing on this page is legal advice for your situation, and contacting us does not by itself create a solicitor and client relationship. To discuss a corporate matter, contact us by telephone, email or WhatsApp. You may also wish to read about our other practice areas or meet our team.