We specialising in establishing and enforcing shareholder rights. Although we have a focus on helping private companies deal with their shareholders, we also act for shareholders individually.
We understand that each business is unique and work with companies to provide genuinely bespoke solutions that meet their needs.
Some of the principal issues that often arise are:
• Organising the share capital
• Dealing with different groups of shareholders
• Preparing for sale
• Minority shareholders
• Avoiding shareholder deadlock
Different shareholder rights could be given to different groups of shareholders such as:
• The founders
• Investors; and
• Employees
Amending articles of association
We recommend a review the company’s articles of association. The rights attaching to any class of shares (including alphabet shares, restricted shares, freezer shares, growth shares or flowering shares) must be set out in the articles. You may need to pass an appropriate resolution to grant the board authority to:
• Allot shares;
• Exclude statutory rights because of shareholder pre-emption rights on new shares
• Reclassify existing shares into new classes
• Change the share’s nominal value
• Create new share classes
• Make bonus or rights issues
Shareholder agreements
The shareholders’ agreement can impose restrictions on:
• Introducing new share classes
• Certain pre-emption rights
• Altering share capital
• Sale and transfer of any class of shares
Remuneration
Awarding shares to employees is one of the principal areas of our work.
Share schemes:
We look at implementation, operation and providing an incentive for the employee when the shares are sold. We can work with employers or with directors and employees who ask us to review.
• Director remuneration
• Employee remuneration, EMI schemes
• Bonus schemes
