Corporate Governance and Company Law
Legal frameworks for effective boards, accountable management and clear shareholder decision-making.
Corporate governance determines how authority is allocated among shareholders, directors, committees and management, how conflicts and related-party matters are handled, and how material decisions are approved and recorded. The appropriate framework depends on the company's ownership, regulatory status, investor rights, sector and operating complexity.
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Board and committee advisory
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Board composition, appointment, resignation and removal of directors.
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Directors' duties, conflicts of interest and disclosure obligations.
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Board and committee charters and terms of reference.
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Meeting notices, agendas, papers, resolutions and minutes.
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Delegation of authority and management approval matrices.
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Nominee director, observer and investor-information arrangements.
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Independent decision-making and management of interested-director matters.
Shareholder governance
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Shareholder meeting and consent requirements.
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Reserved matters and affirmative voting rights.
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Shareholder information, inspection and reporting rights.
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Minority protection and majority decision-making.
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Implementation of shareholder and joint venture agreements in constitutional documents.
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Transfer, exit, succession and ownership-change arrangements.
Policies and governance documentation
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Delegation of authority and approval matrices.
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Codes of conduct and conflict-of-interest policies.
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Related-party transaction policies.
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Insider trading and securities dealing codes where applicable.
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Whistleblowing, document retention and corporate compliance policies.
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Data protection, acceptable use and information-security policies in coordination with specialist teams.
Corporate policies
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Code of conduct and ethics.
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Conflict-of-interest and related-party transaction policies.
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Whistleblowing and investigation frameworks.
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Insider trading and securities dealing codes for relevant companies.
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Delegation, signing authority and financial approval policies.
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Document retention, disclosure and compliance reporting policies.
Capital and corporate structure
The Firm advises on share issuances, transfers, buy-backs, rights issues, preference shares, convertible instruments, employee stock options, capital reductions, amendments to constitutional documents and internal reorganisations.
Related-party and group arrangements
Intra-group services, licences, loans, guarantees, supply arrangements and cost allocations require corporate approvals and an appropriate governance process in addition to commercial, tax and regulatory analysis. DB Legal assists with structuring, documentation, approvals and ongoing review.
Listed and regulated companies
The Firm's experience includes advisory under the SEBI listing, takeover, insider trading and related securities-law framework. The precise scope is determined by the status of the company and the proposed transaction or governance action.