Cafore strength
Corporate structuring and agreements between companies.
We structure companies, agreements and business deals when partners, investors or allies need clear rules before operating, investing, selling or resolving disputes.
Value for the case
Trust does not replace enforceable corporate rules.
A useful corporate structure is not limited to incorporating an SAS. It must anticipate governance, the entry and exit of partners, veto rights, information, profits, intellectual property, contributions and dispute resolution.
Where we add the most value
Situations in which this strength changes the strategy.
A company or alliance can begin with a good relationship and fail for not regulating contributions, dedication, veto rights, intellectual property, profits, information, exit or how to break deadlocks.
Partners who start out on trust, but without rules
We define contributions, roles, dedication, profits, exit, information and control before the business comes to depend on loose conversations.
Entry of investors or partners
We organize economic rights, veto rights, reporting, valuation, governance, funding rounds, restrictions and reasonable exits.
Alliances, joint ventures, and contracts between companies
When two companies operate together, the contract must cover risk, brand, clients, intellectual property, payments, exclusivity and termination.
Preventable corporate disputes
We design structures with deadlock, abuse of majority, minority shareholders, directors, information, profits and dispute-resolution mechanisms in mind.
When it becomes critical
Signs that the matter needs a finer reading.
A good contract does not merely describe the business. It anticipates what will happen if someone breaches, sells, withdraws, blocks a decision, competes, uses the brand or demands information.
Two or more parties want to operate together and need rules before investing time or money.
There is a need to organize the cap table, economic rights, veto rights, information and exit.
Differences are already emerging over contributions, dedication, control, brand, clients or profit distribution.
What we review
Four questions before acting.
The review must translate the business into legal rules: who contributes, who manages, who controls, what is protected and how a dispute is resolved.
Does the structure match the business?+
We assess whether an SAS, a collaboration agreement, a joint venture, a commercial alliance, a wealth vehicle or a combination of documents is best suited.
What rights does each partner or ally need?+
Voting, veto, information, profits, transfer, tenure, exclusivity, non-compete, confidentiality and exit must respond to the real risk.
Where can deadlock arise?+
Deadlock, abuse of majority, minority shareholders, unmet contributions, intellectual property, clients, brand or profit distribution must be anticipated.
Are the documents ready to operate?+
Bylaws, agreements, contracts, minutes, books, powers of attorney, annexes and registries must speak to one another so as not to leave contradictory rules.
Work map
How we turn the problem into a decision-making route.
Company type, roles, contributions, management, powers of attorney and approval rules.
Voting, transfer restrictions, exit, deadlock, confidentiality, and non-competition.
Supply, collaboration, distribution, provision of services, joint venture or licensing.
Minutes, amendments, contracts, annexes, and a checklist for signing or registration.
Connected legal routes
The value lies in fitting the right pieces together.
Structuring combines corporate law, contracts, corporate governance, intellectual property, directors' liability and litigation prevention. The document must be usable in day-to-day operations.
SAS and tailor-made bylaws
Use of the flexibility of the simplified stock corporation (SAS) to tailor governance, shares, management and transfer rules.
Shareholders' agreement or partners' agreement
Voting rights, vetoes, drag/tag along, preemptive purchase, exit, confidentiality, and non-competition.
Liability of officers
Duties, conflicts of interest, authorization, minutes, information and traceability of decisions.
Business collaboration agreements
Distribution, supply, services, licensing, joint venture, contract manufacturing, agency or strategic alliance.
Documentary closing and registration
Minutes, amendments, Chamber of Commerce filings, corporate books, powers of attorney, exhibits and a signing checklist.
Concrete results
The review must yield a decision, not just a conversation.
The review should leave a documentary architecture in place: bylaws, shareholders' agreement, contract, minutes or closing checklist, so you can operate without relying on verbal agreements.
- 01Structure map
- 02Shareholders' agreement
- 03Amendment of bylaws
- 04Contract between companies
- 05Closing checklist
Applied legal analysis
Design the structure with the likely conflict in mind.
A good contract does not merely describe the business. It anticipates what will happen if someone breaches, sells, withdraws, blocks a decision, competes, uses the brand or demands information.
A shareholders' agreement with teeth
A weak agreement does not prevent disputes. It must govern transfer, exit, preemptive purchase, drag and tag along, deadlock, confidentiality, economic rights and concrete dispute resolution mechanisms.
Liability of officers
Major decisions must be duly authorized and documented. Minutes, conflicts of interest, powers of attorney, reporting and traceability reduce civil, corporate and criminal risks.
Alliances between companies
Distribution, supply, service provision, licensing or joint ventures require rules on customers, data, brand, intellectual property, payments, exclusivity, termination and liability.
A structure ready to grow
If there will be investors, debt, expansion or a sale, it pays to organize the cap table, governance, information, financial statements, key contracts and restrictions from the outset.
Full legal support
Companies and contracts with litigation prevention.
When the operation involves partners, investors, allies or strategic contracts, Cafore connects corporate structuring with dispute resolution and corporate governance.
Frequently asked questions
Short answers to decide better.
Is a standard SAS enough?+
It may work to get started, but businesses with several partners, investment, intangible assets or alliances usually need tailor-made rules.
What should a shareholders' agreement include?+
Voting, information, transfer, exit, vetoes, deadlock, confidentiality, non-compete, profits and dispute resolution mechanisms.
Do agreements between companies always require setting up a company?+
No. Sometimes a collaboration, distribution, licensing, supply, services or joint venture agreement is preferable without creating a new company.
How is a deadlock between partners prevented?+
With decision rules, tie-breaking, buy/sell mechanisms, exit, interim management and dispute resolution.
What documents do you review?+
Bylaws, minutes, books, cap table, contracts, annexes, trademarks, software, financial statements, powers of attorney, and certifications.
Do you also help once the conflict has already begun?+
Yes. A review can serve to renegotiate, correct documents, prepare a meeting, demand information or design an exit.
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