Corporate Governance & Compliance
Board governance, regulatory compliance, and cross-jurisdictional risk management.
A company finally starts making money, and that is often when the shareholders start fighting. One holds shares but contributes nothing. Another quietly sets up the same business on the side. Harder still is a group of them moving to replace the management team. For SMEs and startups, shareholder disputes, partnership break-ups and control contests usually come to a head at a shareholders' or board meeting, and delay only makes them costlier.
Where a shareholders' resolution is defective in its convening procedure or voting method, the Company Act requires an action to set it aside within 30 days of the resolution. Miss that window and the procedural defect can no longer be raised. Meeting notices, proxies, voting, minutes: every step needs a record behind it. ANLI is usually brought in before the meeting to get the procedure right, and preserves evidence and litigates once a dispute breaks out.
The other half of this practice is compliance. Personal data protection, anti-money laundering and corporate governance obligations keep expanding, and repairing the damage after an incident is always the expensive route. We build compliance programs and whistleblowing channels, run internal investigations when a report or an unexplained cash flow surfaces, and bring in digital forensics specialists where the facts require it. Counsel also handles regulatory investigations and cross-border regulatory matters.
Shareholder Disputes
Shareholders who cannot agree on funding, dividends or direction can bring a company to a standstill. We negotiate, draft shareholder agreements, and litigate when talks fail.
Corporate Control Contests
Board elections, proxy solicitation and the removal of incumbents move fast. We map out a lawful procedure and apply for injunctions when timing demands it.
Shareholders' Meeting Disputes
A defective convening procedure or voting method can support an action to set a resolution aside or declare it void. We assess the case, and we also help companies run meetings properly.
Board Governance
Convening rules, conflicts of interest and meeting procedure are where boards get into trouble. We draft governance rules and review the agenda before critical meetings.
Partnership Dissolution
Partnership splits turn on the accounts, the client list and the trademarks. We handle the settlement and document the break-up so it does not resurface as litigation.
Company Act Advisory
Capital increases, equity structuring, amendments to the articles, closely held company design. Advice that fits how the company actually runs.
Compliance Program Design
We map the regulatory risks a company is genuinely exposed to, then build the compliance program, internal rules and training that cut both corporate penalties and personal liability.
Internal Investigations
When a report comes in or the cash flow looks wrong, counsel should lead the investigation, with digital forensics behind it, so the process holds up and the evidence remains usable.
Personal Data Compliance
Collection, breach notification and cross-border transfer each carry statutory duties. We build the systems first, and speak for the company when the regulator asks.
Anti-Money Laundering
Financial institutions, virtual asset service providers and designated businesses all carry AML duties. We build the internal controls and handle examinations and penalties.
Breach of Trust and Asset Stripping
Directors or managers moving company assets out is a criminal matter. We gather evidence and file complaints, and we also defend those on the receiving end.
Whistleblower Programs & Response
A reporting channel has to stay confidential, and a report that arrives needs a process behind it. We build the channel and structure what follows, limiting retaliation and confidentiality disputes.
Can we force a troublesome shareholder out of the company?
Usually not by a simple majority vote. A limited company has no general statutory withdrawal or expulsion mechanism; a transfer of a capital contribution follows Article 111 consent and pre-emption rules. In a company limited by shares, shares are generally freely transferable, the company may redeem or repurchase only where legislation allows, and capital reduction is generally pro rata, not targeted. A shareholder-director may be removed or replaced, but loss of office does not end the shareholding. The usual first step is a negotiated transfer to another shareholder or third party and review of the articles, shareholder agreement, class rights and any call, leaver/default-transfer or deadlock clause; enforceability is case-specific. A court may dissolve the company under Article 11 only for significant operational difficulty or material damage. A limited-company shareholder has no separate percentage or holding-period threshold; an applicant in a company limited by shares must continuously hold at least 10% for six months. Personal hostility or an occasional loss is usually insufficient.
How long do I have to challenge a shareholders' meeting resolution?
It depends on the defect. If the convening procedure or voting method violated law or the articles, a shareholder generally must bring an annulment action within 30 days after adoption. This strict extinguishing period runs from the resolution date, not receipt of minutes or discovery. A shareholder who attended normally must also have objected at the meeting; a non-attendee is not barred on that basis. Even with a defect, the court may dismiss if it was insignificant and could not affect the resolution. If the resolution's substance violates law or the articles, it is void and the 30-day limit does not apply. If an essential formation requirement was absent—for example, the statutory attendance quorum—the resolution may never have legally existed, which also differs from annulment. Preserve notices, proxies, attendance records, minutes, voting materials and recordings, and classify the claim promptly.
An employee has reported senior management for embezzlement — what should we do?
Do not tip off anyone who could alter records or control system access until preservation is in place. Issue a legal hold, suspend routine deletion and make auditable copies of company-controlled ledgers, email, logs and devices, preserving originals, hashes and chain of custody. Collection must be authorised, proportionate and lawful; do not enter personal accounts or make covert recordings without a basis. An unconflicted body—supervisors, audit committee, independent directors or another authorised unit, depending on the company—should oversee the investigation, excluding the subject and conflicted persons. Serious cases warrant early outside legal, accounting or forensic help. Restrict the reporter's identity and prohibit retaliation, but statutory protection varies by ownership, sector and report; do not promise absolute anonymity. After a fair opportunity to respond, the competent body should decide suspension or removal, recovery and any criminal complaint. Assess market-disclosure, regulatory and other reporting deadlines from the outset. Procedural defects do not automatically invalidate evidence, but unlawful or poorly documented collection can reduce its weight and create privacy, civil or criminal exposure.
We're splitting up a business partnership — how is the money divided?
Start with the partnership agreement, but distinguish one partner's withdrawal while the others continue from dissolution. Withdrawal is settled by the partnership's position when it takes effect; the departing share may be repaid in money, and unfinished business is accounted for when completed. Dissolution requires liquidation: assets first pay debts and reserve for unmatured or litigated debts, then return money or property-right contributions; if assets cannot return all contributions, repayment is pro rata, and only the surplus follows profit-sharing percentages. Without agreed percentages, profits and losses generally follow contribution amounts; an unvalued non-cash contribution equals the others' average, but a service-only partner does not share losses unless agreed. Partners are jointly and severally liable for any debt shortfall, and a departing partner remains liable for pre-withdrawal debts. Preserve books, bank records, contracts and trademark ownership before counsel determines whether this is withdrawal or dissolution and documents the settlement or liquidation.
Talk to us about your situation
Every matter turns on its own facts and timing — nothing on this page substitutes for a case-specific assessment. Write or call us with a brief outline, and we will arrange a confidential initial consultation.
This page is general information only and does not constitute legal advice on any specific matter.