Corporate law

FORI Avocat·e·s SA assists its clients in forming and organising their companies – public limited companies, limited liability companies, partnerships, foundations and associations. We draft the articles of association and organisational regulations, structure the capital and share classes, and prepare the shareholders' agreements on which the real balance between the parties depends (pre-emption rights, tag-along and drag-along clauses, veto rights, deadlock mechanisms and valuation of shares, among others).

Restructuring transactions are a central focus of our practice. We design and implement mergers, demergers, conversions and transfers of assets governed by the Merger Act (LFus), group reorganisations and increases and reductions of capital.

FORI Avocat·e·s SA runs the process as a whole: choice of structure, timetable and formal steps, decisions of the corporate bodies, protection of creditors and minority shareholders, entries in the commercial register.

In a sale or a merger and acquisition, we assist both sellers and buyers throughout the process: structuring as a share or asset deal, conducting the legal audit (due diligence), negotiating the acquisition agreement, representations and warranties, limitations of liability, price adjustments and earn-outs, non-competition undertakings, financing, execution of the closing and post-transaction questions, including warranty disputes.

We also handle transfers of family businesses and investor exits, where the human dimension weighs as much as the structure.

Finally, we assist corporate bodies in exercising their functions, with particular attention to the liability of directors and officers. Where relations deteriorate, we act in challenging corporate resolutions, in liability actions against corporate bodies or in the forced exit of a shareholder, before the Geneva civil courts as well as in arbitration, and in the interim measures that often determine the outcome of a shareholder dispute.

Thanks to regular litigation practice, FORI Avocat·e·s SA conducts transactions anticipating how the documents will be read on the day they are challenged, because it is the warranty clause negotiated in three lines that decides, often well after the closing, who will bear the liabilities uncovered.