Shareholder rights

SHAREHOLDER RIGHTS

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

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