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THE CONTEXT
Independent oversight to maintain balance
In certain legal or financial transactions, special benefits may be granted to one or more partners, shareholders, or even third parties. These benefits may be financial in nature (preferential dividends, preferred shares) or political (double voting rights, veto rights…).
To maintain a balance among stakeholders, the law requires the appointment of a special benefits commissioner, who is responsible for assessing the legitimacy, consistency, and implications of these specific rights.
OUR GOALS
Prevent abuse of majority power and strengthen statutory stability
The purpose of this mission is to uphold equality among partners by ensuring a fair balance in decision-making. It also aims to strengthen collective decisions through independent and objective analysis, thereby bringing transparency and impartiality to the process.
Finally, it helps prevent any abuse of majority power or authority, particularly when the articles of incorporation are drafted or amended, in order to ensure the protection of everyone’s rights and the stability of governance.
OUR STRENGTHS
« Our role in auditing : transforming regulatory constraints into genuine strategic levers. Beyond control, auditing is a common language that reassures shareholders, partners, and markets. »
THE PROCESS
Key Milestones of the Audit of special benefits
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1
Identification of specific benefits
Analysis of articles of incorporation, draft resolutions or bylaws, and the relevant rights.
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2
Impact assessment
Analysis of the economic, legal, and political implications for the other partners or shareholders.
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3
Drafting of the reasoned report
A detailed report submitted to the shareholders’ meeting or the founders, setting forth the nature of the benefits, their justification, and their fairness. This report is made available to the shareholders within the statutory time limits (generally 8 days before the shareholders’ meeting or 3 days before the articles of incorporation are signed).
OUR SCOPE OF ACTION
Expertise tailored to each industry sector
NG offers SMEs and family-owned mid-sized companies tailored solutions specific to a wide range of sectors. The solutions offered are customized and perfectly meet the unique needs and challenges of each client.
