Overview
Business-first corporate and commercial counsel across the contract lifecycle, shareholder and joint venture arrangements, M&A execution support, governance frameworks, and calibrated risk allocation.
Workstreams
- Commercial contracts: strategy, drafting, negotiation, playbooks, and contract operations
- Shareholder and JV structures: governance, exits, deadlock and dispute mechanisms
- M&A support: buy- and sell-side diligence, SPA/SHA negotiation, CPs and closing
- Corporate governance and compliance: policies, delegations, committees, and reporting
- Competition, distribution, and agency frameworks; franchise and licensing
- Risk allocation: limitation and exclusion of liability, indemnities, warranties, caps, baskets
Typical mandates
- Master supply, distribution, services, and technology agreements
- Shareholders’ agreements, JV formation and restructuring, minority protections
- Term sheets, heads of terms, and exclusivity arrangements
- Pre-transaction legal due diligence and red-flag reporting
- Governance audits and board/shareholder approvals
- Transitional services, outsourcing, and data-processing arrangements
Deal documents
Term sheets and heads of terms; NDAs and MOUs; shareholders’ agreements and JV agreements; share and asset purchase agreements; distribution, franchise, and agency contracts; services, licensing, and SaaS agreements; board and shareholder resolutions; conditions precedent and closing deliverables; data-processing and data-sharing agreements.
Service scopes
Retainers or project-based engagements; contract portfolio refresh and playbooks; virtual GC and secondments; governance reviews and compliance frameworks.
Cross-border transactions
Choice-of-law and enforceability analysis; foreign investment, sanctions, and export-control checks; multi-jurisdictional signing and closing mechanics; translation and local counsel coordination.
Process
Scoping and strategy → Diligence and issue list → Drafting and negotiation → Approvals and signing → Closing and implementation
Deliverables
Issue list and risk matrix; draft and redline set; signing pack; closing set; governance map and delegations schedule; contract tracker.
Representative matters
- Regional distribution suite with tiered performance metrics and step-in rights
- Cross-border JV with reserved matters, minority protections, and exit waterfall
- Carve-out asset sale with transitional services and data-migration plan
- Agency network rationalization and compliant termination program