Corporate Counsel for Consequential Matters

Governance that works in practice

Good shareholder governance creates clarity around how a company is run and how important decisions are made. We advise on shareholder agreements, voting and approval rights, reserved matters, share transfers, ownership changes, director and shareholder decision making, buy outs, deadlock provisions and other matters affecting the relationship between shareholders. Our aim is to make sure everyone understands the rules before uncertainty becomes a problem.

Advice when circumstances change

Business relationships do not always remain the same. A shareholder may want to leave or sell their shares. Ownership may change. The company may need to bring in a new investor. Shareholders may disagree about strategy, management or a proposed transaction.

We review the company's existing agreements and corporate documents, explain how they apply and advise on the legal and commercial options available.

Shareholder disagreements and disputes

A disagreement between shareholders can quickly affect the wider business. Starling provides practical advice on shareholder rights and potential routes to resolution. This may include negotiating a shareholder exit, structuring a buy out, resolving a deadlock, addressing disputed decision making or helping the parties reach a commercial settlement.

Not every disagreement needs to become litigation. Our focus is on understanding the legal position, protecting the client's interests and identifying the most practical way forward. Where court proceedings or specialist dispute resolution are required, we can work alongside appropriate litigation counsel.

Understand where you stand

Whether you are putting governance arrangements in place, navigating a change in ownership or dealing with a shareholder dispute, Starling helps you understand where you stand and what comes next.

Buying or selling a business

Whether you are acquiring a company, selling a business or disposing of part of an operation, the structure of the transaction matters.

We advise on share purchases, asset purchases, business sales, letters of intent, transaction structuring, due diligence, purchase agreements, corporate approvals and closing documentation.

We work with clients throughout the transaction, helping them understand both the legal terms and their practical commercial effect.

Due diligence and negotiation

A transaction involves more than agreeing on a price. Buyers need to understand what they are acquiring and the liabilities they may assume. Sellers need clarity on their disclosure obligations and the responsibilities they may retain after closing.

At Starling Law, we help purchasers investigate the legal position of the business and support sellers in preparing for and responding to due diligence. We address the findings through negotiation and documentation, advising on warranties, indemnities, purchase price adjustments and closing conditions to protect our clients’ interests.

Transactional advice from start to finish

No two transactions are identical. The right approach depends on the business, the parties, the structure of the deal and what each side is trying to achieve. With mergers and acquisitions forming a particular focus of our Principal’s practice, Starling provides commercially focused advice throughout the transaction, from initial discussions and structuring through to signing and closing.

Capital raising and financing

The right funding can support growth, enable an acquisition or strengthen a company’s financial position. The terms on which it is secured can shape ownership, control and the future direction of the business.

Starling Law advises companies and investors on private financings, including equity investments, SAFE agreements, convertible instruments and other capital raising structures. We assist with transaction structuring, term sheets, investor rights, corporate approvals, financing documents, due diligence and closing requirements, while ensuring clients understand how the financing may affect ownership and decision making going forward.

Institutional and Private Lenders

We also help businesses access financing from banks, other institutional lenders and private lenders, whether for an acquisition, expansion, refinancing or working capital. We handle communications with the financier and its legal team, negotiate terms on your behalf and coordinate the legal documentation through to closing.

We advise on loan agreements, security arrangements and guarantees, with a focus on securing favourable terms for your business. From interest and fees to repayment obligations and operational restrictions, we help you understand what you are agreeing to and work to preserve the flexibility your business needs.

Financing structured around your business

Every funding decision involves trade-offs. You may want to bring in investors while retaining control, finance an acquisition or secure additional working capital without unnecessarily restricting your operations.

We take the time to understand your priorities and help you assess the available terms, balancing your immediate funding needs with your plans for the business. Our role is to protect your interests, make the obligations clear and keep the financing process moving.

Corporate reorganizations

A corporate structure that once worked well may no longer reflect the needs of the business or its owners. We advise on reorganizations involving share structures, holding companies, transfers of shares or assets, corporate simplification, changes in ownership and succession planning. Where tax considerations are involved, we work alongside the client’s accountants and tax advisors to ensure the legal implementation reflects the wider planning strategy.

Family trusts and tax planning

How you hold your business interests and personal assets can affect the tax you pay, the control you retain and how wealth passes to the next generation. We advise on family trusts and ownership arrangements as part of broader corporate, succession and estate planning, helping you establish a structure suited to your circumstances and objectives.

We work alongside accountants and tax advisors to identify and implement tax efficient arrangements for holding assets, reorganizing business interests and transferring family wealth. This may include establishing family trusts, introducing holding companies or restructuring share ownership. We prepare the trust and corporate documentation and help you understand how the arrangements operate and how they fit within your wider estate plan.

Planning for succession

For business owners, estate planning is often closely connected to the future of the company. We help clients consider what should happen to their shares and business interests in the event of death, incapacity, retirement or a planned transfer to the next generation.

That may involve coordinating corporate arrangements with wills, shareholder agreements, ownership structures and succession plans so that the different pieces work together rather than in isolation.

Estate planning for individuals

Estate planning is not only about preparing a will. It is about deciding how assets should be managed and transferred, who should make decisions if you are unable to do so, and how your wishes can be documented clearly. Starling assists individuals with estate planning matters including wills, powers of attorney and the coordination of business interests within a broader estate plan.

Corporate matters

We assist businesses with the legal work needed to establish, maintain and update their corporate structure. This can include incorporations, corporate organizations, share issuances and transfers, director and officer changes, corporate resolutions, minute book maintenance, annual corporate matters and other changes arising as a business evolves. Our role is to make sure the company’s legal structure and records continue to reflect how the business actually operates.

Commercial agreements

Contracts form the foundation of many business relationships. We draft, review and negotiate commercial agreements with a focus on making the terms clear, practical and appropriate for the transaction or relationship involved.

This can include service agreements, consulting agreements, independent contractor agreements, confidentiality agreements, supplier and vendor agreements, licensing arrangements, partnership agreements and other commercial contracts.

Ongoing corporate advice

Legal questions often arise outside a major transaction. A company may be considering a new business relationship, changing its ownership structure, entering a new contract, bringing in a key individual or simply need advice on how to properly document a corporate decision.

Starling provides ongoing corporate and commercial counsel to help businesses address those issues as they arise and make informed decisions before small legal questions become larger problems.

Formation and organization

We advise on the incorporation and organization of not-for-profit entities, governance structures, membership arrangements, board composition, by-laws and the corporate documentation needed to establish an organization properly.

Where charitable status is being considered, we can also help clients understand the legal structure and governance considerations involved in preparing the organization for that process.

Governance and board matters

Strong governance is central to a well-run charity or not-for-profit. Starling advises boards and organizations on director duties, member rights, voting and decision making, conflicts of interest, by-law interpretation, governance policies and changes to an organization’s corporate structure.

We can also assist where governance arrangements have become unclear or where disagreements arise between directors, members or other stakeholders.

Ongoing corporate advice

Organizations may need advice on contracts, corporate changes, board and member resolutions, governance reviews, reorganizations, collaborations or other legal matters that arise in the course of their operations.

Starling provides ongoing corporate counsel designed to help organizations stay properly structured, well governed and focused on their objectives. Whether you are establishing a new organization, strengthening an existing governance framework or dealing with a complex board or corporate issue, Starling provides experienced counsel tailored to the charity and not-for-profit sector.