Legal Advisory for Executive Management

What do we offer in this area?

• Reviewing the legal aspects of management decisions
• Identifying risks and options before a decision is approved
• Supporting management on sensitive matters within the scope of the engagement

The scope of work and required documents are determined after reviewing the matter and agreeing on the engagement.

Who is executive management advisory provided to?

This service targets decision-makers: the CEO, the general manager, members of the board of directors or board of managers, and heads of key departments. These individuals need a legal advisor to review the decision before it is adopted, because the Companies Law obligates managers and board members to duties of care and loyalty, and liability may arise for anyone who violates the law or the articles of association in the company’s decisions.

Decisions that warrant prior legal consultation

• Major transactions, acquisitions, and asset sales
• Dealings involving a conflict of interest or a related party
• Restructuring and terminating the contracts of a number of employees
• Responding to a regulatory body or a government request for information
• Decisions relating to a former partner or manager

Sensitive Matters and Legal Crisis Management

Management sometimes faces situations that cannot wait: an internal complaint involving a senior official, a sharp dispute between partners, an inspection visit, or a leak of confidential information. In these cases, a consultation helps set priorities, determine what is said, what is documented, and who handles communication, and preserve the relevant documents before taking any step that may later be difficult to reverse.

How work is carried out with senior management

The service is built on confidentiality and attention to the timing of the decision. The matter is presented in a limited meeting, then a concise opinion is prepared setting out the legal framework, the options, and the expected risks of each option, together with a proposed wording for the decision or correspondence. When the decision is issued by a board, the authority, quorum, voting method, and documentation of any conflict-of-interest disclosure are reviewed, consistent with the Governance & Compliance framework.

In matters involving employees or internal violations, the steps are coordinated with Internal Investigations so the decision is built on documented facts. For the key management provisions in the new Companies Law, you can refer to the dedicated article.

Frequently asked questions

Is a board member personally liable for the company's decisions?

A manager or board member may be held liable for damages resulting from a breach of the provisions of the Companies Law or the articles of association, or from mismanagement, and this varies according to the facts, the member's role in the decision, and whether they recorded their objection in the minutes. Documenting the deliberations and disclosing conflicts of interest is therefore an important way of establishing each member's position.

What is meant by a conflict of interest in management decisions?

A conflict of interest arises when a manager or board member has a direct or indirect interest in a transaction or contract entered into by the company. In these cases, the Companies Law requires disclosure, obtaining the approval of the competent body within the company, and the interested party’s abstention from voting, as determined by the law and the articles of association.

Does Advisory for Executive Management Differ from General Corporate Legal Advisory?

Yes, in scope and timing. General consultations deal with the business’s day-to-day matters, while advisory for executive management relates to strategic or sensitive decisions taken by specific individuals, and it may bear on their personal liability. It is therefore provided within a narrower scope and a higher degree of confidentiality, and it is tied to the timing of the decision.