Yes, we recommend it. A well-structured shareholders’ agreement isn’t about company size — it’s about preventing conflict. Even in small companies, the absence of clear rules on a partner’s exit, transfer of quotas, profit distribution, decision-making authority, and dispute resolution can lead to serious disputes when disagreements arise. The agreement sets the rules of the game up front, protecting both the business and the relationship between partners. The cost of drafting the instrument is far lower than the cost of corporate litigation, which often paralyzes a company and puts its assets at risk.

Without a shareholders’ (or, as the case may be, stockholders’) agreement, conflict resolution is left to the law’s generic rules, which may not be well-suited to the specific case. The consequence of not having an agreement is that disputes end up in court that could otherwise have been resolved through contractually defined buy-or-sell mechanisms or mediation.

The rationale is protecting business continuity. Partners without clear exit rules end up “trapped” in a dysfunctional partnership, which affects operations, bank credit, and the trust of clients and suppliers. A shareholders’ agreement works like an “insurance policy” that defines how the company should behave in moments of crisis or change, providing predictability for everyone involved.

Due diligence is a legal and financial investigation carried out before mergers, acquisitions, or investments. Its purpose is to systematically map the target company’s risks, liabilities, contingencies, and compliance status. On the legal side, we review existing contracts, ongoing litigation, corporate matters, labor and tax issues, registry matters, intellectual property, regulatory compliance, and more. The result is a report that supports the decision to proceed, renegotiate terms, or walk away from the deal. The more thorough the investigation, the safer and more informed the investment decision will be.

Failing to conduct proper due diligence can result in acquiring hidden liabilities that exceed the value of the business itself, creating liability for the buyer. The consequences of a negligent audit include immediate financial losses and the risk of inheriting unexpected tax and labor debts.

The logic of due diligence is transparency and properly pricing risk. It allows the buyer to demand specific guarantees (indemnity clauses) or price holdbacks to cover identified risks. It’s the tool that turns a gamble into a structured investment, protecting shareholders’ capital and ensuring the integration of the companies proceeds without negative legal surprises.

The first recommendation is to seek specialized legal advice before taking any action or making any statement. Corporate disputes involve sensitive issues — ownership stake, management authority, valuation of a departing partner’s share, expulsion of a partner, liability for debts — and hasty decisions can jeopardize the company and the assets involved. We assess the specific case to identify the most efficient path, which may include out-of-court negotiation, mediation, corporate restructuring, or, when necessary, litigation. In every scenario, we prioritize preserving business continuity and protecting the client’s interests.

Failing to follow the proper legal procedure to expel a partner, for example, can result in the act being annulled and an obligation to pay damages for moral and material harm. The consequence of poorly handled litigation is decision-making paralysis for the company (deadlock), which can lead to full dissolution and forced liquidation.

The rationale behind our work is containing the conflict. We look for solutions that allow a dissenting partner to exit with a fair valuation of their share, without draining the company’s cash. The focus is on preventing a personal fight between partners from destroying the economic value the company took years to build, using the law as a tool for pacification and asset preservation.