Minority shareholder meaning

More than 150 jurisdictions operate merger control, or regimes akin to it. Within these systems, competition regulators may prohibit a deal entirely, or approve it subject to remedies, whether agreed or imposed. This Checklist sets out practical points to bear in mind when managing filing obligations across multiple jurisdictions. For overviews of merger control rules in every jurisdiction, see MJ merger grid—jurisdiction and MJ merger grid—procedure. For distilled takeaways, consult Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls. It also flags issues commonly seen in practice. Guidance is provided in those resources. What transactions fall within merger control rules? Relevant transactions Across most regimes, including the EU, merger control captures any deal that places formerly independent undertakings under common control. Control is often defined broadly. Acquisitions of control—sole v joint control Control can rest with a single party, or be shared with one or more others: sole control: a shareholder that acquires control can take strategic decisions for the target without...

Vesnin v Queeld Ventures Ltd and another company [2025] EWHC 104 (Ch) What are the practical implications of this case? The ruling is of practical and procedural importance for practitioners working on cross-border insolvency and asset recovery. It confirms that a party must show a legitimate interest in the bankruptcy to have standing to resist a common law recognition application—such as a creditor, the bankrupt, or a party with a concrete economic stake in the bankruptcy acting in the same capacity from which that stake arises. A merely commercial or tactical interest—like attempting to thwart a claim to title to shares, as here—is insufficient. Advisers for prospective respondents should therefore consider whether their clients possess the requisite interest in the bankruptcy and advise accordingly. The court did not define what amounts to a tangible economic interest in the insolvency, though possible classes could include: beneficiaries of a trust forming part of the bankrupt’s estate; a secured creditor with rights over assets within the estate;...

In this issue Q&As Useful information Weekly highlights from other practice areas Q&As New Q&A When setting up growth shares in a subsidiary where value is expected to be realised through a sale to the parent under a put option, must the put’s terms appear in the issuer’s articles, or can they sit in the subscription agreements instead? This Q&A examines a scenario where the growth shareholder benefits from a put allowing them to require a purchase at a defined time for a price that disregards any minority discount. It considers whether those put terms need to be embedded in the issuing company’s articles of association, drafted so they advantage any hypothetical buyer or holder of the shares, to manage the risk of an income tax charge under the employment-related securities rules where disposal occurs for more than market value on exercise of the put... Useful information Rough tax justice—finally?...

Marko Ventures Ltd v London Antiaging Clinic Ltd [2025] EWHC 340 (Ch) What are the practical implications of this case? It is settled law that, where an administration application is made concerning a planned pre-pack sale of a company’s business and assets, the applicant must conduct a robust marketing process that satisfies SIP 16 and place sufficient evidence of that compliance before the court. The rationale is that pre-pack transactions present a heightened risk of misuse and detriment to creditors, particularly where the intended buyer is a connected party (see Re Kayley Vending Ltd [2009] EWHC 904 (Ch); Re Moss Groundworks Ltd [2019] EWHC 2825 (Ch)). Historically, in reported decisions, the party seeking the administration order has been the company and/or its directors. Here, however, the application arose against the broader backdrop of a shareholders’ dispute: the company’s majority shareholder sought an administration order to enable it to acquire the business and assets through a pre-pack sale to a newly formed vehicle, thereby excluding the minority shareholder. Accordingly, strict...

These training materials These resources comprise model PowerPoint slides with accompanying speaker notes, setting out the principal steps to take and the considerations to bear in mind for minority shareholders looking to safeguard their rights. They are designed to support legal advisers, directors and company secretaries in creating one or more training sessions on these matters. In particular, the materials concentrate on: unfair prejudice claims derivative claims just and equitable winding...

Board composition In 50:50 joint ventures, the joint venture agreement (JVA) commonly grants each party the right to nominate the same number of directors to the board of the joint venture company (JVC). The parties may alternatively rotate the appointment of the chair for a defined term (eg an annual rotation), and the chair will ordinarily have no casting vote. As a result, control of the JVC’s board is shared, and neither side can unilaterally set the joint venture’s course. That shared control can, however, produce deadlock if the parties cannot reach consensus. For guidance on deadlock scenarios and potential solutions, see Practice Notes: Deadlock in corporate joint ventures and Deadlock—fundamentals. Where a joint venture involves a minority shareholder (ie a shareholder, or several shareholders, each holding under 50 per cent of the JVC’s issued share capital) alongside a majority shareholder, the majority will generally be entitled to appoint more directors to the JVC’s board than the minority and/or to appoint a chair. In such a structure, both parties...

This Practice Note outlines how to accept a takeover offer in respect of shares held through CREST. It does not include an introduction to CREST or uncertificated securities, nor practical steps for transferring CREST holdings. For guidance on those topics, including a primer on key terms, see Practice Note: CREST and uncertificated shares—an introduction. For information on the conduct of different shareholder and general corporate actions within CREST, see Practice Note: CREST—shareholder and general corporate actions. For an explanation of the procedure for launching a rights issue via CREST, see Practice Note: CREST—rights issues. For an explanation of the process for implementing an open offer in CREST, see Practice Note: CREST—open offers. Takeover offers in CREST Takeover offers are largely beyond the remit of this Practice Note; however, this Note explains how acceptance can be given for CREST-held shares. It does not specifically cover takeovers carried out by a scheme of arrangement, but the shareholder ballot on the scheme would be dealt with in the same manner as...

[ Letterhead of offeror ] To: [ insert name and address of shareholder ][ insert date ] Dear Shareholder Offer by [ insert name of offeror ] (the Offeror ) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each ( ordinary shares ) in [ insert name of offeree ] PLC (the Company ) [ (other than those already owned by the Offeror) ] (the Offer ) Please refer to the offer document dated [ insert date ] (the Offer Document ), through which we set out our proposal to purchase the entire issued [ and to be issued ] ordinary share capital of the Company [ (other than shares already owned by the Offeror) ]. As you will be aware, the Offer was made unconditional on [ insert date ] [ , and closed on [ insert date ] ] ...

[ Letterhead of offeror ] To: [ insert name and address of shareholder ] [ insert date ] Dear Shareholder Offer by [ insert name of offeror ] (the Offeror) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each (ordinary shares) of [ insert name of offeree ] PLC (the Company) [ (other than those already owned by the Offeror) ] (the Offer). We write with reference to the offer document dated [ insert date ] (the Offer Document), in which we set out our proposal to purchase all the issued [ and to be issued ] ordinary share capital of the Company [ (other than shares already owned by the Offeror) ]. As you may know, the Offer was declared unconditional on [ insert date ] [ , and closed on [ insert date ] ]...

This Agreement is entered into on [ insert date ] 20[ insert year ] Parties [ Insert name of first shareholder ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ([ A ]), [ Insert name of second shareholder ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ([ B ]), [ Insert name of the company in which the shares are held ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Company). BACKGROUND (A) On the date of this Agreement, the Company has issued ordinary shares of £[ insert nominal value ] each. One ordinary share has been allotted, fully paid, and stands registered in the name of [ A ], and one ordinary share has been allotted, fully...