
Corporate Structuring & Governance
Governance Built to Hold Up When Interests Diverge
Averites advises businesses, founders, shareholders, boards and investors on the legal structures through which businesses are owned, controlled and operated.
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How We Advise on Corporate Structuring and Governance
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Establishing and Developing Corporate Structures
We advise on the establishment and development of domestic and international corporate structures, including operating companies, holding companies, subsidiaries, joint ventures and international corporate groups. Our work includes shareholders’ and investment agreements, organizational documents, board and shareholder governance, reserved matters, voting and veto rights, information rights, preemptive rights and transfer restrictions, rights of first refusal and first offer, drag-along and tag-along rights, call and put options, deadlock mechanisms, founder vesting and management participation arrangements.
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Governance as an Allocation of Real Commercial Rights
We approach governance documentation as an allocation of real commercial rights rather than a collection of standard provisions. The governance framework should clearly determine who can make significant decisions, what protections minority investors retain, how additional capital may be raised, how ownership can change and what happens if the interests of founders, shareholders or investors later diverge.
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Looking Beyond the Formal Corporate Chart
For international businesses, we look beyond the formal corporate chart. Working with tax and other advisers where appropriate, we consider tax residence, permanent establishment, corporate substance, beneficial ownership, transfer pricing, regulatory requirements, investment protection and the eventual distribution, reinvestment or realization of capital.
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Advising Boards and Directors on Governance and Duties
We also advise boards, directors and shareholders on corporate authority, fiduciary and statutory duties, conflicts of interest, related-party transactions, corporate approvals and governance issues arising in connection with financings, acquisitions, restructurings and shareholder disputes.
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Aligning Governance and Litigation Strategy
Where questions of ownership or control become contentious, our corporate lawyers work closely with Averites’ Dispute Resolution practice to ensure that the client’s governance and litigation strategies remain aligned.
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FAQ
Frequently Asked Questions
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We advise on the establishment and development of domestic and international corporate structures, including operating companies, holding companies, subsidiaries, joint ventures and international corporate groups.
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Our work includes shareholders’ and investment agreements, organizational documents, board and shareholder governance, reserved matters, voting and veto rights, information rights, preemptive rights and transfer restrictions, rights of first refusal and first offer, drag-along and tag-along rights, call and put options, deadlock mechanisms, founder vesting and management participation arrangements.
-
We approach governance documentation as an allocation of real commercial rights rather than a collection of standard provisions. The governance framework should clearly determine who can make significant decisions, what protections minority investors retain, how additional capital may be raised, how ownership can change and what happens if the interests of founders, shareholders or investors later diverge.
-
For international businesses, we look beyond the formal corporate chart. Working with tax and other advisers where appropriate, we consider tax residence, permanent establishment, corporate substance, beneficial ownership, transfer pricing, regulatory requirements, investment protection and the eventual distribution, reinvestment or realization of capital.
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Both. We advise boards, directors and shareholders on corporate authority, fiduciary and statutory duties, conflicts of interest, related-party transactions, corporate approvals and governance issues arising in connection with financings, acquisitions, restructurings and shareholder disputes.
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Where questions of ownership or control become contentious, our corporate lawyers work closely with Averites’ Dispute Resolution practice to ensure that the client’s governance and litigation strategies remain aligned.