Legal Assistance with Business Decision-Making

What to keep in mind

The same commercial objective may create different legal consequences depending on how it is documented. Opening a new business unit, accepting a guarantee, ending a strategic contract or financing an affiliated company do not present identical risks or require the same approvals.

Legal advice begins with understanding the proposed transaction: its purpose, parties, affected assets or rights and possible alternatives. Counsel then examines corporate documents, existing contractual obligations, powers of representation and any relevant regulatory requirements.

Identifying the competent corporate body is essential. In an SA, certain matters fall to the board of directors while others require shareholder action. In an SRL, authority depends on the General Companies Law and the articles of association. A senior title or a history of negotiating contracts does not establish unlimited power to approve transactions.

It is also useful to compare the consequences of different legal structures. The same business purpose may be achieved through an asset purchase, a services agreement, a special purpose vehicle or an equity acquisition, each with different consequences for liability, contract continuity and governance rights.

Where commercial deadlines are tight, advice should focus on decisive issues: conditions precedent, security, default, termination rights and preservation of records. A targeted review may be more helpful than numerous formal observations that do not change the real risk.

The objective is to provide decision-makers with a clear picture of choices, requirements and consequences. Legal advice does not replace commercial judgment, but helps a company undertake commitments knowingly and explain how and why material decisions were made.

Distinctions often confused

Frequently asked questions