We advise on matters frequently encountered in the management and ownership of companies.
Corporate Actions are events initiated by the company which affect its shares, and which impact on its capital structure or financial position. Examples of corporate actions are: conversions of securities, disposals of assets or businesses, issuance of dividends, share buybacks, share splits and share consolidations and rights issues.
As these are governed by company law, as well as the company’s articles of association and shareholders’ agreements, our clients come to us to not just advise them on how to carry out corporate actions lawfully, but to also ensure that they are aligned with their organizational structure and business objectives. We help our clients consider the impact the intended corporate action has on corporate governance and shareholders’ rights.
Corporate Governance is the system of rules, practices and processes by which companies are directed and controlled. In advising companies on board affairs, directors’ duties and relationships with internal stakeholders, we improve the accountability and transparency in the way that they are run. This reduces the liability of the company and its officers and increases shareholder value by reducing agency costs and the risk of fraud and corruption.
Shareholders’ Rights are the rights shareholders have under company law, the company’s articles of association, shareholders’ resolutions, and any shareholders’ agreement. In return for investing cash or assets in a company, shareholders get a bundle of rights which vary according to the type and percentage of shares acquired.
These rights include the right to attend and vote at meetings, a share of profits, a final distribution on winding up, to receive a copy of the company’s annual accounts, pre-emption rights, to be treated fairly, etc.
Whether you are a family-business owner doing business succession planning (for e.g. using buy-sell agreements), a minority shareholder seeking remedies for being treated unfairly, a small and medium enterprise (SME) owner wishing to avoid or resolve shareholder and board deadlocks, or a founder of a technology start-up seeking advice on founders’ share vesting, we can advise you on your rights, how to negotiate with other shareholders, and how to document and enforce your rights using well-written shareholder agreements.