Corporate Law — Strasbourg
Structuring what determines how your company operates.
Corporate law governs the legal life of a company: choice of legal form, drafting of articles and shareholders' agreements, share transfers, governance, restructurings and business succession. It is the framework on which every entrepreneurial decision rests.
Articles of association, shareholders' agreements, governance: these documents are rarely revisited after they are drafted. Yet they are the ones that determine who makes decisions, who exercises control and how deadlocks are resolved. The firm analyses the framework in which you wish to operate: legal form, allocation of powers, shareholders' rights, decision-making procedures. The objective is to build a legal architecture genuinely suited to your activity and your goals. From company formation to future developments — such as the arrival of new shareholders, business growth or an acquisition — each structure is designed to support your development, not merely to fulfil a legal obligation.
When the relationship between shareholders becomes an obstacle.
Abuse of majority, breach of a shareholders' agreement, deadlock: shareholder disputes can paralyse a company and jeopardise everything you have built. The firm intervenes to analyse the situation, identify the legal levers available to you and protect your interests. Whether the solution lies in negotiation or litigation, the objective remains the same: to break the deadlock and preserve the continuity of your business.
Interventions
Company formation
- Formation of civil and commercial companies
- SARL, SAS and SCI
- Choice of legal structure
- Drafting articles of association
Articles of association amendments
- Change of registered office
- Amendment of corporate purpose
- Capital increases and reductions
- Updating articles of association
Shareholders' agreements
- Drafting shareholders' agreements
- Governance and allocation of powers
- Exit and pre-emption clauses
- Minority shareholder protection
General meetings
- Organising general meetings
- Approval of accounts
- Annual legal secretarial services
- Minutes and formalities
Share transfers
- Due diligence and transaction security
- Asset and liability warranties
- Support in negotiations
Corporate litigation
- Managing shareholder disputes
- Governance deadlocks
Company transformation
- Change of legal form
- Conversion from SARL to SAS
- Legal reorganisation of the company
- Governance adaptation
Business transfer and asset restructuring
- Family business transfers
- Dutreil pact
- Executive estate planning
- Succession planning for business owners
- Capital restructuring and family governance
Examples of corporate-law work
A company's life raises high-stakes decisions: structuring, governance, transfer. The following examples illustrate how such situations are analyzed and structured.
Sale of a business
- Situation
- An owner is considering selling the company. The deal affects personal assets and the future of the business; the implications must be understood before any commitment.
- Approach
- Legal structuring of the deal, securing the warranties (notably the representations-and-warranties, garantie d'actif et de passif), drafting and negotiating the sale documents.
- What's at stake
- Securing the transfer and clarifying the commitments made by seller and buyer alike.
Structuring at formation
- Situation
- Founders are launching their company. The choice of corporate form and allocation of powers will shape how the business runs.
- Approach
- Advice on the appropriate corporate form, drafting the articles and shareholders' agreement, organizing governance and capital operations.
- What's at stake
- Setting a clear framework from the start to prevent deadlock and secure future strategic decisions.
The situations described are illustrative, anonymized examples based on commonly encountered issues. They do not describe any identifiable matter and constitute neither a guarantee nor a prediction of outcome. Every case is assessed on its own circumstances.
Frequently asked questions
When should a shareholders' agreement be drawn up?
Ideally at the time the company is formed, or before a new shareholder joins. The agreement governs the relationship between shareholders on points that the articles of association do not always address: governance, conditions for transferring shares, exit clauses, pre-emption or approval rights, and minority protection. Unlike the articles, which are filed at the registry and publicly available, the agreement remains confidential and binds only its signatories, which makes it the right place to address sensitive arrangements. A breach triggers contractual liability. Well drafted, it prevents a significant share of disputes and maps out in advance how a shareholder exit or a deadlock would be resolved — at a time when relations are still good.
Articles of association or shareholders' agreement: what is the difference?
Both govern the company, but on different levels. The articles of association are the mandatory founding document, filed and publicly available: they set out the corporate form, the purpose, the share capital, the management structure and the rules binding on all. The shareholders' agreement is an optional and confidential contract, binding only on its signatories: it refines governance and organises the relationship between shareholders (exit, pre-emption, tag-along rights, lock-up undertakings). One essential point: the agreement complements the articles, but does not replace them. It cannot contradict them or override a mandatory rule, and a breach of the agreement does not invalidate a corporate decision that complies with the articles; it gives rise to damages. It is the coherence between the two documents that genuinely protects the business.
What to do in the event of a deadlock between shareholders?
Several levers exist, to be activated according to the articles and the shareholders' agreement. The preferred first step is an amicable approach: mediation, governance changes, or a negotiated exit of a shareholder through the clauses of the agreement. Court action is a last resort — for example, to have a provisional administrator appointed when the company is paralysed, or to seek dissolution where the deadlock makes it impossible to continue the business. The right choice depends on the circumstances and the objectives of each party. The more the agreement has anticipated these situations (exit clauses, buy-out mechanisms, unblocking provisions), the faster and more controlled the resolution.
What is majority abuse and how is it challenged?
It is a general-meeting resolution passed contrary to the company's interests and with the sole aim of benefiting the majority shareholders to the detriment of the minority. Two cumulative conditions must be met: the resolution must be contrary to the company's interests, and there must be an intentional breach of the principle of equality between shareholders. A classic example is the systematic reservation of profits without economic justification, permanently depriving minority shareholders of dividends. Two remedies are available: annulment of the resolution and an award of damages. The Cour de cassation clarified in 2025 that an action for annulment may be brought against the company alone where no compensation is sought from the majority shareholders. There is also, in mirror image, minority abuse — rarer — where a minority shareholder blocks a decision essential to the company's survival.
How can a business sale be secured?
By structuring the transaction in advance. This involves a due diligence exercise (legal, accounting, tax, employment), choosing the right deal structure, precise drafting of the transactional documents, and above all, negotiating a warranty of assets and liabilities. The aim is to understand every commitment before signing, on both the seller's and the buyer's side. There are many sensitive points: seller's representations, conditions precedent, non-compete clauses, and price payment terms. A well-prepared deal prevents liabilities arising before the sale from resurfacing afterwards, to the detriment of either party.
What is a warranty of assets and liabilities?
It is the clause that protects the buyer against unpleasant surprises after completion. Under the warranty of assets and liabilities (garantie d'actif et de passif), the seller undertakes to indemnify the buyer if a liability arising before the sale comes to light afterwards (a tax reassessment, a labour-tribunal claim, a supplier dispute), or if a declared asset turns out to be overvalued. Several parameters are negotiated: the cap, the duration, any step-down mechanism, and the trigger thresholds. These are governed by market practice, not by fixed rules: they vary considerably depending on the balance of power, the sector and the risk profile. To secure payment, part of the price may be placed in escrow or covered by a bank guarantee. Precise drafting of the clause is critical: vague wording offers only illusory protection.
How can a family business be transferred while minimising taxation?
The principal tool is the Dutreil pact, which allows, subject to conditions, a 75% exemption on the value of the shares transferred for the calculation of gift or inheritance tax (article 787 B of the General Tax Code). The arrangement rests on share-retention undertakings — collective then individual — and the exercise of a management function. It is reserved for companies carrying on an operational business and excludes asset-management activities. Recent debate has centred on potential changes to the regime (including extended retention periods and the exclusion of certain non-business assets), but their exact scope must be verified against the version of the legislation in force at the time of the transaction. Given the complexity and evolving nature of this regime, bespoke advice is essential.
Does the firm offer video consultations for corporate law matters?
Yes. For a shareholder dispute, a business sale or a company structuring, the firm offers a first 30-minute video consultation, free of charge and without commitment. Available from anywhere in France, without needing to travel to Strasbourg.