Companies and Corporate Governance
Our expertise in Companies and Corporate Governance covers diverse basic and/or complex activities. We are a full-service law firm in this area, advising many domestic and international clients in the process of incorporation of trading companies, insurance companies, non-banking financial institutions, investment firms, asset management companies, investment and private pension funds, insurance and private pension brokers and other specific types of financial and trading entities. Most of the clients advised in the process of formation of their companies have remained our permanent clients and are receiving now our assistance on a day-by-day or project basis. Our practice has a particular emphasis on:
- Choice of the Legal Form of the Companies;
- Incorporation Process - How, Where and What;
- Opening the Bank Accounts for the Initial Contribution of the Promoters of the Companies;
- Domiciliation Services - no more than 12 months;
- Choice of the Accounting Firm;
- Assistance in Finding and leasing an adequate Commercial Office for the Company;
- Assistance for Opening or Closing Points of Sale of the Company;
- Obtaining Specific Authorisations mainly for Companies acting in Financial, Insurance and Private Pension Industries;
- Drafting Articles of Association and other Corporate Documents necessary for Incorporation;
- Share Capital Structure – Increase, Decrease, Pre-emption rights, Allocation rights, Tag along/Drag along clauses, Preference Rights, IPO’s;
- Shareholders Loans, Conversion;
- Voting Procedures;
- Fiduciary Duties, Duty of Care and Business Judgement Rule;
- Duty of Loyalty - Self-Dealing Transactions;
- Executive Remuneration Package;
- Director’s Insurance;
- Share Transfer, Registration of Charges in Respect of Shares, Priorities;
- Limitations on Director’s Duties;
- Shareholders and Directors Liability - Dispute Resolution and Litigation;
- Regime of Limited Liability;
- Corporate Liability;
- Majority and Minority Shareholders;
- Company Management – One-Tier or Two-Tier System;
- Shareholder and Creditor Protection;
- Takeovers, Mergers, Reconstructions;
- Dealing with the particular issues deriving from the nature of Closed or Public Companies;
- Changes of the Articles of Association and Registration of Changes with the Trade Register and Supervisory Authorities;
- Participation at the General Assemblies of the Romanian Companies in the name of the Shareholders;
- Assisting Members of the Management Team in drafting all Corporate Decisions;
- Drafting and Organising all necessary Legal Documents for the Meetings of the General Assembly, the Board of Directors and the Supervisory Board.
