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Golden share meaning

What does Golden share mean?
In practice, a golden share is a specially created share giving its holder veto or superior voting rights over defined matters, allowing it to outvote other shareholders in specified circumstances. It is not a statutory term but a descriptive expression used in corporate practice across the UK and Ireland, often held by the state or a founding shareholder. Usually constituted as a single preference share with special rights in the articles of association (or constitution in Ireland), it commonly requires the holder’s consent to amend the articles or share capital, restricts transfers and takeovers, or confers weighted voting rights on specified resolutions. It entrenches control even where the holder lacks a majority stake. Golden shares were widely used in UK privatisations to give government control after disposal. Lawfulness depends on company law and listing rules and—in Ireland—EU free‑movement of capital case law, which has struck down disproportionate state controls. EU constraints applied pre‑Brexit in the UK; today such structures are uncommon and must be carefully drafted to comply with class‑rights and variation procedures. Usage and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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NEWS
Commercial law weekly: UK and EU coverage: ASA influencer rulings, NDA misuse and trade secrets, CJEU athlete contract fairness, COVID-19 BI ruling, Procurement Act pipeline notices, Dyson forced labour

In this issue: Advertising, marketing and sponsorship Confidential information Consumer protection Contracts Public procurement Supplier management Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—14 May 2025The Advertising Standards Authority received two complaints about paid promotions for unlicensed, nicotine‑containing e‑cigarettes by Golden Vape and UKVAPINGSTORE. The regulator upheld both complaints. See: LNB News 14/05/2025 13. ASA report reveals 43% non‑compliance with influencer advertising rulesThe ASA has issued its 2024 Influencer Ad Disclosure monitoring report, analysing over 50,000 pieces of content on Instagram and TikTok from 509 UK‑based accounts. It identified 57% compliance, with 34% of influencer ads lacking any disclosure and 9% using inadequate labels. The ASA will share findings with platforms and influencers and continue enforcement through AI‑powered monitoring, applying sanctions where breaches persist. The rules require clear disclosure of commercial relationships where payment occurs in any form and brands have...

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PRACTICE NOTES
London Stock Exchange Main Market dual or multiple class share structures: company tracker, weighted voting rights summaries, and UK listing regime reforms (2021–2026)

Last updated 23 March 2026. This tracker reviews commercial companies joining the London Stock Exchange’s Main Market with a dual or multiple class share structure (DCSS), where one share class carries weighted voting rights, and summarises the rights attached to those shares. A DCSS lets a founder shareholder keep voting control by giving enhanced or weighted rights to an unlisted share class or a special ‘golden share’. Listed companies with a dual or multiple class share structure The summary below outlines commercial companies that have listed on the London Stock Exchange’s Main Market with a dual or multiple class share set-up as set out below. Entries cover: the company; dates of key events; share structure and the holders of any weighted voting rights share(s) on admission; and a synopsis of the rights of weighted voting rights shares or any special share on admission. Oxford Nanopore Technologies plc 5 October 2021 — admitted to the standard listing segment 29 July 2024...

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PRACTICE NOTES
UK restricted securities: comparative analysis of ITEPA 2003 s425, s431 and no election—tax/NICs charges, valuation scenarios and CGT base cost

This Practice Note summarises the principal factors and illustrative calculations for deciding whether to elect under section 425 or section 431 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), or to make no election, on acquiring restricted securities. For further background, see the following Practice Notes: What are restricted securities? Restricted securities—tax treatment and joint elections Guidance on making a valid restricted security election The question of whether a section 425 or section 431 election (or no election) should be made is examined using the example set out below. Factual background An incoming director of a private company pays £100 to subscribe for 100 shares in the company at par, provided as a ‘golden hello’. If, within five years of acquisition, the director does not meet specified performance conditions, resigns voluntarily, or is dismissed (including, but not limited to, for misconduct), the director must transfer the shares to a designated shareholder for an amount equal to the...

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PRACTICE NOTES
Executive Directors’ Service Agreements: UK advisory checklist on drafting, governance, remuneration, termination and restrictive covenants under Companies Act 2006 and the 2024 UK Corporate Governance Code

This Practice Note This Practice Note considers the key points to address when acting for an executive director (who will also be an employee) entering a service agreement and/or assessing a draft service agreement. It: is not intended for use when advising a non-executive director does not cover the particular issues arising where the company is regulated by the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) For an example service agreement, see Precedents: Executive service agreement or Executive service agreement (short form). The service agreement will, in almost all cases, have been produced by the employer and, accordingly, the wording will favour the employer. Where the draft reflects the employer’s standard terms for directors at an equivalent level, the employer is unlikely to accept material alterations, save to capture the specific package settled with the director. The extent to which the director can effectively secure amendments to the employer’s draft will, inevitably, turn on the director’s relative negotiating strength,...

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