A corporate structure looks sound on the day it is established. What matters is whether it holds under pressure – when a partner exits, when a shareholder dispute erupts, when a director acts in bad faith, when succession is triggered unexpectedly, or when a sanctions regime changes the rules mid-game.
Most structures are never tested against these scenarios until one of them actually happens, by which point it is too late to redesign anything.
Many large holdings and family offices were never designed as a single coherent architecture in the first place. They grew – entity by entity, jurisdiction by jurisdiction, generation by generation – in response to whatever the moment required, without anyone ever stepping back to ask whether the whole still holds together. We are frequently engaged precisely for that reason: not to build a structure from scratch, but to examine one that already exists, often one we had no part in designing.
War-gaming the structure
We run the structure through a form of war-gaming. We model the scenarios that matter:
- Deadlock between principals
- The incapacity or death of a controlling individual
- An uncooperative minority
- Regulatory or sanctions pressure
- An attempt to block decisions procedurally
For each scenario, we trace the mechanism through step by step – what resolution, notice or document is actually required, who must act, and whether the outcome depends on the good faith of a party who may no longer have any incentive to cooperate.
Where the structure holds, we confirm it. Where it does not, we identify precisely where it fails and what needs to change – whether that means a targeted amendment, a new instrument layered on top of the existing structure, or, in some cases, a more fundamental rebuild.
Protection of key assets
The same discipline applies to the protection of specific key assets sitting within a structure – intellectual property, critical infrastructure, or other assets at the core of a client's business – where control can be reinforced through targeted civil-law instruments, such as licensing arrangements, security over IP rights, or option agreements.
The result is not a redesign for its own sake, but clarity: an honest picture of whether the structure a client already has will actually do what they believe it does, under conditions they hope never to face.