Corporate law and transactions

Advice from Marcel Stray, lawyer and professor. Write to me about your matter

In brief

The most important decisions in a company are rarely made day to day. They are made when new owners join, when capital is raised, or when something is bought or sold. Then both the agreements and the tax need to be right from the start.

Typical situations

  • You are founding a company and need a shareholder agreement that actually resolves disagreement.
  • The company is raising capital and needs a capital increase, subscription documents and registration.
  • An investor is coming in, and the terms for ownership, board and exit must be settled.
  • You are buying or selling a company or a property and need the agreements drafted or reviewed.
  • The board or the general meeting needs correct resolutions and minutes.

How it works

  1. ClarificationWe go through what you want to achieve, who is involved and the timeline.
  2. Structure and taxI assess the corporate and tax consequences before anything is signed.
  3. DocumentsI draft or review agreements, resolutions and filings with the Register of Business Enterprises.
  4. CompletionI follow the matter through signing, settlement and registration.

Good to have ready

  • Articles of association and shareholder register
  • Existing shareholder agreements
  • The latest annual accounts
  • Drafts or a term sheet if a counterparty is involved

I have carried out capital increases in practice and work closely with auditors, so the accounting side is covered from the start.

Common questions

Do we need a shareholder agreement?

The law does not require one, but most companies with several owners should have one. It covers what the articles of association do not, such as disagreement, the sale of shares and what happens when an owner wants out.

What does a capital increase require?

The general meeting must approve the increase, normally by a two-thirds majority, and it must be filed with the Register of Business Enterprises. Contributions in kind also require a statement from an auditor.

Can you help with due diligence when buying a company?

Yes. I go through the company's agreements, ownership, tax position and risks before you commit.

Price

Once I have looked at the matter, you get a fixed price for the engagement before any work starts. You know what it will cost, with no surprises.

Other areas

Contact

marcel@marcelstray.no

Feel free to send a short description of the matter and what you need help with. Enquiries are treated in confidence. You can also find me on LinkedIn.