Shareholders agreements, director duties, and the architecture that holds a private company together.
Opportuna Legal advises private companies, their boards, and their owners on the instruments that determine how a business runs between meetings, and on the statutory duties that govern those who run it. Engagements range from a single shareholders agreement through to a top-to-bottom governance review before a capital event.
Drafting and review of shareholders agreements for private companies and joint ventures, covering capital structure, transfer restrictions, pre-emption, drag and tag rights, exit mechanisms, and dispute resolution.
Board structure, the role of independent directors, board committees, and the transition from founder-led boards to professionally constituted boards ahead of growth, capital, or exit events.
Advising directors on statutory and general law duties under the Corporations Act 2001 (Cth), including duty of care and diligence, the business judgment rule, conflicts of interest, and disclosure obligations.
Designing deadlock prevention provisions in shareholders agreements and constitutions, including escalation, shotgun, casting vote, and dispute reference clauses, calibrated to private company realities.
Directors of companies have significant legal responsibilities. This article outlines the general duties of directors under the Corporations Act 2001, including the duties of care and diligence, good faith, and proper purpose.
Read article →As a general rule, shareholders have limited rights to access a company's books. This article outlines the rights of shareholders to access company books under the Corporations Act 2001 and the circumstances in which a court may order inspection.
Read article →The NSW Supreme Court decision in Cody v Live Board Holdings Limited demonstrates that a shareholders' agreement with an inconsistency clause will not automatically take precedence over the terms of a company's constitution.
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