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Corporate law

A company takes on an additional shareholder. Shareholdings change as part of a succession. Or the shareholders disagree about an investment. In each of these cases, the key question is how shareholdings, decision-making rights and management are regulated.

PBL Legal advises on the formation and structuring of companies, capital measures and restructurings, and ongoing corporate law work. This includes preparing resolutions and assisting with shareholder disputes.

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Shareholdings and decision-making rights

The percentage shareholding does not by itself show how much influence a shareholder can exercise. Consent rights, voting arrangements and the composition of management can be just as important for cooperation.

We draft articles of association and shareholders' agreements. The subjects include majorities, information rights, approval requirements and the requirements for transferring shares. Where several sets of rules exist, their provisions must fit together. A shareholders' agreement, for example, must not assume decision-making processes that are regulated differently in the articles of association.

Capital measures and financing

With a capital measure, the company's financing and the rights of existing and new shareholders have to be considered. Who contributes additional funds? How do the shareholdings change? Which resolutions and contractual amendments are needed?

We advise on the corporate law structuring of shareholdings, capital measures and shareholder financing. For a convertible loan, the requirements for a later shareholding and the corporate law steps required for it in particular have to be addressed. Tax and accounting matters are coordinated with the advisers responsible for them.

Succession and changes in shareholders

Succession often concerns the allocation of ownership and responsibility. The person who will hold shares in the future does not also have to take over management. The involvement of the current generation and the position of family members outside the company also have to be regulated.

We draft the corporate law agreements for a change in shareholders and the subsequent cooperation. These may include rules on voting rights, an advisory board, share transfers and a later exit.

Preparing resolutions and addressing conflicts

An economically agreed project has to be translated into the required corporate law decisions. Notice, agenda, draft resolutions and representation issues belong together.

If a decision is contested, we review the substance of the resolution and the procedure. In a dispute between shareholders, information, options for ongoing action and, where applicable, the conditions of a separation are also at issue.

Typical situations

General advisory situations, not client references.

An investment is blocked by a dispute over decision-making rights

Management wants to invest. One shareholder requests additional information, another considers approval unnecessary. The next meeting is nevertheless expected to vote.

PBL examines who may decide on the investment, which information must be provided and which majorities apply. The articles of association, rules of procedure and supplementary agreements are considered together. On that basis, it can be assessed whether the resolution can be prepared or whether open questions must first be clarified.

The next generation takes on different roles

One family member takes over management, another remains involved only as a shareholder. The parents want to hand over responsibility but still participate in certain decisions.

We organize the roles in the corporate law agreements: management powers, voting rights, access to information and reserved decisions. For the transition period, it must be clear when which powers pass. A later wish to sell by individual family members is also considered in the drafting. The transfer of shares is coordinated with the tax and inheritance law advisers.

Frequently asked questions

When should articles of association be reviewed?

Triggers include a new shareholder, changed financing, a generational change or repeated difficulties in decision-making. The point is to review whether the existing rules still fit the participants and the management of the company.

Is an additional shareholders' agreement sufficient?

That depends on the intended effect of the rule. The articles of association, shareholders' agreement and rules of procedure must be reviewed together. Depending on the subject, amendments to the articles of association or further measures may be required.

Does PBL also assist with ongoing corporate law work?

Yes. This includes preparing resolutions, changes in management and questions about the rights and duties of shareholders. Scope and responsibilities are defined for the relevant matter.

What documents are useful for the first discussion?

The current articles of association, supplementary agreements and an overview of the ownership structure. If a specific decision is pending, the related documents and dates are helpful.

Contact

Corporate law is a shared practice area of the PBL partners. Please tell us about your matter and your position in the company.

+49 89 541 9401 50

kanzlei@pbl-legal.de