Complementary area
Corporate law and ownership matters
Clear ownership and governance make a company easier to run, finance and eventually sell. We advise shareholders and boards on how ownership is regulated, how changes are implemented and how responsibilities are divided between the corporate bodies.
When is advice needed?
- New shareholders are joining or a shareholder is leaving the company.
- The owners need a shareholders' agreement or want to review an existing one.
- The company is raising capital through a new share issue.
- The board needs clarity on its responsibilities and powers.
- The group structure is to change, for example through a holding company.
What the engagement may include
Shareholders' agreements
Regulation of decision-making, board representation, transfer restrictions, exit and disputes between shareholders.
Admission of new shareholders
Structure, valuation, share issue or share purchase, and amendment of the articles of association and shareholders' agreement.
Shareholder buy-outs
Terms and implementation when a shareholder leaves, voluntarily or upon agreed trigger events.
Ownership changes and restructurings
Share issues, holding company structures, intra-group transfers and other changes in ownership.
Board and general meeting
Rules of procedure, delegation to the CEO, minutes and resolutions, and advice on the distinct roles and responsibilities of the board and shareholders.
Questions to consider
- Majority and minority
- Which decisions should require unanimity or a qualified majority beyond the requirements of the Swedish Companies Act?
- Articles or agreement
- Post-transfer purchase and pre-emption clauses in the articles of association apply to everyone, whereas a shareholders' agreement binds only its parties.
- Board liability
- Board members may become personally liable, for example in the event of capital deficiency. Routines and documentation reduce the risk.
- Deadlock
- A company with two equal shareholders needs a mechanism for resolving disagreement.
Questions and answers
Is a shareholders' agreement mandatory?
No, but in companies with several owners it is in practice the most important tool for preventing and managing conflicts.
How does the board's role differ from that of the shareholders?
Shareholders exercise their influence at the general meeting, including by electing the board. The board is responsible for the company's organisation and management and must act in the interest of all shareholders.
Related services
Shareholders' agreements & buy-outs
Rules between shareholders and orderly exits when ownership changes.
Mergers & Acquisitions
Sale and purchase of shares or businesses – from letter of intent to closing.
Business valuation
A basis for negotiation in sales, acquisitions and ownership changes.