Shareholder meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

Procedure for amending the articles of association Matters to review or actions to undertake Refer to the pertinent section of the Companies Act 2006 (CA 2006) and/or relevant Lexis+® UK material Tick box once step is complete or issue considered Getting ready to revise the articles and initial checks Will the proposed change oblige shareholders to take up additional shares, or increase a member’s liability? If so, shareholders’ approval will be necessary for the proposed alteration...

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...

The Texas shoot out Also termed a Mexican shoot out, Tex Mex shoot out or sealed bids, this procedure can be initiated by either shareholder, including shareholder who did not cause the deadlock, by serving notice on the other shareholder, compelling both shareholders to submit sealed bids for other shareholder’s shares within a specified timescale as set...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

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: Company law and regulatory matters Corporate governance Tax treatment Useful information Trackers Dates for your diary Weekly highlights from other practice areas Company law and regulatory matters Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 published The Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 (SI 2025/439) have been issued and will take effect on 11 May 2025, having previously been laid for sifting last month (see News Analysis: Share Incentives weekly highlights—6 March 2025—Company law and regulatory matters). They remove most of the 2019 reporting obligations imposed on quoted companies in relation to directors’ remuneration, introduced to implement aspects of EU Directive 2017/828 (the revised Shareholder Rights Directive). This change reflects substantial overlap with pre‑2019 UK rules on directors’ pay reporting that remain in force and continue to apply. The instrument also updates the audit regulatory framework to address inconsistencies identified by the government and the Financial Reporting Council, which arose during...

This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...

ARCHIVED: This content was published in 2018 and is not maintained. This Market Standards Trend Report reviews current market practices and developments arising from the FTSE 350 annual general meeting (AGM) season for 2018...

ARCHIVED: Released in 2020 and not actively maintained, this Market Standards trend report—produced with White & Case and Activist Insight, and featuring contributions from UBS Investment Bank, Georgeson and Greenbrook—examines recent UK shareholder activism, including a look back at H1 2020. It also sets out how companies can ready themselves for an activist approach and offers guidance for activists on running a successful campaign in the UK... What does the Market Standards trend report cover? Activity levels, such as the number of companies targeted and the capital committed to campaigns Target company profile, covering industry sector and size Activist profile, including the volume of first-time activists The nature of the demands activists are making How far activists succeed in securing their objectives How companies can prepare for an activist approach Tips for running a successful activist campaign...

STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...

This Deed is executed on [ insert date ] Parties 1 [ name of company in which the shares are held ] incorporated in England and Wales with number [ company number ] whose registered office is at [ address ] ( Company ); and 2 [ name of new shareholder ] of [ address ] ( New Shareholder ), and this instrument is supplementary to a document dated [ insert date ] under which the Company and certain other parties agreed to observe specific covenants concerning the conduct of the affairs of the Company ( Subscription and Shareholders’ Agreement )...

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the agreement before 1 December 2016 and retain the beneficial income and CGT tax advantages...

If a business claims to hire and remunerate an individual with a wage to reduce the tax burden of the business itself or a director/shareholder, while the individual in reality undertakes no work and supplies no services, this would appear to constitute tax evasion. Where a solicitor knows this is happening, they should adhere to the procedures prescribed in the firm’s policy on preventing the facilitation of tax evasion in such circumstances...

We proceed on the basis that the company concerned is neither a right to manage (RTM) vehicle administering property under the Commonhold and Leasehold Reform Act 2002 (an uncommon scenario, as such entities typically assume management separate from freehold ownership) nor a nominee company established to acquire the freehold collectively under the Leasehold Reform, Housing and Urban Development Act 1993, where the obligations of individual qualifying tenants regarding payment can be governed by a participation agreement. See Practice Notes: Guide to the right to collective enfranchisement under the Leasehold Reform, Housing and Urban Development Act 1993 and Quick guide to time limits for collective enfranchisement under the Leasehold Reform, Housing and Urban Development Act 1993...