There is nothing more stressful in a legal dispute than a legal dispute between family members. Not so far behind are lawsuits between partners. Perhaps because, as the famous saying goes, "a partnership is like a marriage". The fact is that once the conflict has started, the headaches between shareholders and, in particular, managers, start to get seriously worse.
This is the point that today's column aims to highlight: the countless problems related to deadlocks between partners can be mitigated through good prevention when drawing up the company's memorandum of association. One idea that has always been worked on is that the articles of association or bylaws should strongly protect the company and the partners. The company, because economic activity is the reason for the company's very existence - without it, there is nothing to protect or design. The partners, because they are the 'basic institute' of the company, whether it is a partnership or a capital company.
The effective protection of shareholders is achieved, first and foremost, by planning the company's assets. It is from this that it will be possible to ascertain the possible legal consequences of any future conflicts. Subsequently, through the necessary payment of share capital, or its planning - with the consequent issue of subscription forms. However, the autonomy and independence of the partners, among themselves, as well as their well-defined legal relationship with the company and vice versa, must be foreseen and expressly set out in the memorandum of association.
Another factor to be considered is the inclusion of the arbitration clause in the articles of association themselves, in order to prevent the company from suffering damage to its intangible assets (name, brand, etc.) due to the unnecessary exposure of a conflict between partners, which must be analyzed specifically in the case in question (there are situations in which the inclusion of the arbitration clause in the articles of association may prove inefficient for the company or the partners).
Nowadays, well-defined corporate planning (initial or otherwise) is essential if managers and partners are to have peace of mind about corporate conflicts.
A society, like a family, must be well planned (in every respect) and well protected, so that everyday mishaps don't shake its foundation, which must be completely solid.
