Commercial & Corporate Agreements

The articles are the company’s registered, public constitution; the shareholder agreement is the private contract between the people — vesting, reserved matters, deadlock, exit and what happens when someone leaves or dies. The two must not contradict each other, and drafting them in step is the point. Advice on WHICH structure or shareholding to choose sits with our Corporate & Business Advisory practice; this page is about writing the documents once that choice is made.

It binds if its wording binds — the title decides nothing. Many disputes start with an MOU one side thought was a handshake and the other thought was a contract. Ours state expressly which clauses bind (confidentiality, exclusivity usually do) and which are intentions only.

Greatly. A distributor buys and resells at its own risk; an agent contracts on your behalf and can bind you to third parties. The two attract different obligations, different liabilities and different endings. Choosing the structure is a legal decision dressed as a vocabulary one.

With an NDA that defines the information concretely, limits its use to the stated purpose, and survives the relationship — plus the practical layer: mark what is confidential, share on need, and keep records of what was disclosed. A well-drafted NDA is easier to enforce when you can prove what was handed over.

Whichever the contract chooses, within limits — and if it chooses nothing, conflict-of-laws rules decide for you, often surprisingly. Governing law and the dispute forum should be picked while everyone is still friendly, weighed against where the assets and the enforcement will actually be.