Miles Herman is a clever, understated lawyer who is at the top of his game.
We can help you to draw up a shareholders agreement which will anticipate and provide solutions to deal with ‘what if’ or worst case scenarios. This can save you significant time and money and might also highlight areas where your expectations are not as similar to those of your business partners as you imagined.
We discuss your key objectives of being in business together. We review each party’s contributions to the business in terms of time, effort, ideas, contacts, intellectual property, cash, equipment or premises and the terms upon which those contributions are made, e.g. through a loan, lease, licence, or preferred shares etc. We then look at what each party expects to gain out of the business in terms of salary, dividends, business opportunities, and returns on capital.
Our advice covers management, control, and minority protection and how things might change in the future in terms of developments in the business, the introduction of new shareholders or the departure of existing shareholders. This usually involves creating ‘pre-emption’ rights on the transfer of shares and agreeing ‘permitted’ and ‘obligatory’ transfers with possible ‘good-leaver’/’bad-leaver’ consequences. The shareholders should consider their exit strategy, perhaps introducing “drag along” and/or “tag-along” rights in the event of an offer by a third party. If a deadlock could arise, we would consider how best that should be resolved.
A shareholders’ agreement is a worthwhile investment for your business now, as well as valuable insurance for the future. It can also be important for protecting the rights of investors in the Company.
For further information or to speak to our expert shareholders agreements solicitors please get in touch.
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Miles Herman is a clever, understated lawyer who is at the top of his game.
Richard McConnell carried out conveyance for my family on 4 London flats, 1 sale and 3 purchases. In each instance he was excellent. The attention to detail and communication throughout the process was perfect. I have recommended Richard to several family members and friends who have been extremely pleased. I would have no hesitation in using Richard McConnell and Lewis Nedas in the future should the need arise.
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Lewis Nedas advised me in a serious case of insider dealing. The lead solicitor dealing with my case was Jeffrey Lewis, who impressed me with his quick grasp of the very complex circumstances. His in-depth knowledge of how the City really works and his long experience of serious financial crime gave me great confidence. But it was also his friendly and supportive attitude, and readiness to take calls (or return them promptly if he was in court) which was very reassuring. I was delighted with the positive result of the case, and the speed and efficiency with which it was handled.
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