Business Law
& Corporate Law

Business law does not begin at trial

Most of the commercial disputes the office handles could have been avoided with three pages of properly drafted contract. A missing shareholders' agreement, a vague termination clause, general terms never accepted: this is what ends up before the Commercial Court.

The office therefore works at both ends of the chain. Upstream, to secure the running of your company and your commercial relationships. Downstream, once the dispute has arisen, to resolve it as quickly as possible — through negotiation where feasible, through litigation where it is not.

Corporate life

A company is more than its articles of association: relations between shareholders, collective decisions and changes in capital determine the director's liability and the stability of the business. The office assists existing companies at each of these stages.

• Shareholders' agreement — approval, pre-emption, tag-along and non-compete clauses, and deadlock resolution mechanisms.
• Corporate life — general meetings, capital increases and reductions, change of manager, transfer of registered office.
• Transfers of shares — valuation, warranties on assets and liabilities, formalities for enforceability against third parties.
• Dissolution and liquidation — amicable or judicial, including the settlement of liabilities.

Commercial contracts

The office drafts, negotiates and secures all the documents of commercial life: distribution and franchise agreements, framework supply agreements, service agreements, subcontracting, general terms and conditions of sale, confidentiality agreements and partnership agreements.

Particular attention is paid to the clauses that actually decide the outcome of a dispute: the jurisdiction clause, the dispute resolution clause (mediation or arbitration), the penalty clause, the limitation of liability clause and the conditions for early termination.

Commercial litigation

Once the dispute has arisen, the question is not only "am I right?" but "which route will get my money back the fastest?". The office systematically weighs the cost of the proceedings, their likely duration and the opponent's actual solvency before recommending any action.

• Abrupt termination of established commercial relationships
• Non-performance or defective performance of a contract
• Shareholder disputes and abuse of majority or minority
• Director liability and actions to cover company debts
• Unfair competition and diversion of customers
• Commercial lease disputes

Business difficulties

Book V of the Moroccan Commercial Code governs companies in difficulty. A director's natural reflex is to wait — which is almost always a mistake. The earlier the situation is addressed, the more favorable the available tools.

• Prevention procedures — internal and external prevention, conciliation, as long as cessation of payments has not occurred.
• Safeguard — for a company not yet in cessation of payments but facing difficulties it cannot overcome alone.
• Judicial reorganization — preparation and defense of a continuation plan.
• Judicial liquidation — assistance to the director and defense against liability actions.
• Proof of claims — for creditors of a company in collective proceedings, within mandatory time limits.