Sale of Share Agreements
We are helping some long-term clients with the exit of the main business partner via a buy out from the more junior partners. The principle documents will be a share sale agreement and a new shareholder agreement. However, we are in a tricky situation because of the potential for conflict. We need to decide who […]
Mediating Disputes
I had prepared a shareholder agreement for some clients. An issue arose between two groups of shareholders and one group asked me if I could interpret the shareholder agreement and that everyone had agreed that they would abide by the opinion. However, when I spoke to the other group, it was not that clear cut. […]
Merging Businesses
We spoke to an old colleague of Michael’s this week who is merging his business with the business of another old colleague. He needs a share swap agreement with the first guy’s company becoming a subsidiary of the second guy’s company, and the first guy taking shares in the second guy’s company. They also want […]
Buying into Companies
We met a new client yesterday who is looking to allow some of his employees to buy into his company. We discussed different ways and means – selling his shares or allotting new shares in the company, with him getting the proceeds in the first instance and the company getting the funds in the latter. […]
Shareholder Agreements
We have been working on a shareholder agreement with some slightly complicated succession clauses. In summary: (a) the company pays for insurance for the key persons associated with each of the shareholder companies; (b) in the event of death or total and permanent incapacity of a key person: (i) the shareholders associated with that key […]
Advice on a Messy Shareholder Agreement
We worked this week on some advice on a proposed shareholder agreement that had been provided to a client of ours. According to our instructions, there were quite a few disparities between the deal that our client thought had been done, and the wording of the shareholder agreement. Some problems included: (a) shares were required […]