Reserved matters that protect decisions without paralysing the company
A consent right should identify the decision it protects and what happens when agreement cannot be reached.
Read the guide Corporate & Commercial Law
Make authority, ownership and accountability clear.
Board decisions, shareholder arrangements and intercompany relationships supported by a usable corporate record.
The contextCorporate & Commercial Law.
Corporate & Commercial Law.
The questions behind the work.
Corporate governance is the legal connection between a decision and the company's authority to act. The articles, shareholder arrangements, statutory approvals and delegated powers should tell a consistent story. A signed commercial document does not, by itself, prove that every corporate approval was obtained.
Read the practice notesFive decisions.
Five decisions.
Examined in detail.
Director conflicts: from disclosure to a valid decision record
A disclosure is the beginning of the analysis; it does not settle participation, approval or the fairness of the transaction.
Read the guideIntercompany services that withstand a records review
Group familiarity does not replace a clear description of services, authority, charges and responsibility.
Read the guideFounder departure: separating ownership, access and continuing duties
A founder can stop working in the business while retaining shares, contractual rights or access that needs separate treatment.
Read the guideThe evidence behind authority to sign a contract
A signature is easier to rely on when the company can explain the authority, approvals and version behind it.
Read the guideThe applicable framework
Companies Act, 2013 provisions and applicable rules must be checked for the company's category, exemptions and transaction. Listed entities need a separate securities-law analysis. Private agreements cannot override mandatory company law.