Does your company have a shareholders agreement?
For limited companies, when it comes to making decisions, company law states that shareholders who own more than 50% can pass a motion at a company meeting regardless of the views of other shareholders. If a shareholder(s) owns more than 75% of the shares, they control the company outright and can veto the decisions of all other shareholders.
This may not suit all business situations, especially where you have two or more founders holding equal share capital or a group of owners with varying amounts of capital, some of whom are directors and some who are not, but who are all working together for the company’s success.
A shareholders’ agreement is entered into between all or some of the shareholders in a company. It regulates the relationship between the shareholders and the management of the company, ownership of the shares and the protection of the shareholders. They also govern the way in which the company is run.
The agreement can help define how a business makes decisions for the benefit of all owners, and is recommended where:
- A small number of owners want to reach collective and fair decisions for the benefit of all.
- Some owners may want to be able to influence decisions that are particularly relevant to them.
- Some shareholders may not be directors and cannot influence operations on a day-to-day basis.
Typically, it is seeking to deal with the three “D’s” of death, disability and disagreement. It may also cover a variety of other significant areas, for example, retirement and buyback of shares.
Key areas for any shareholder agreement
This is not a comprehensive list as each situation is different, but it may help you collect the thoughts of all shareholders before you draw up an agreement.
- Company details including structure, directors and officers
- Purpose and aims of the company
- Equity split of shareholders
- Parties to the agreement
- Shareholders’ rights, obligations and commitments
- Decision-making processes on major issues, required voting majorities and day-to-day operating decisions
- Restrictions on the sale of shares
- Rights of first refusal and pre-emptive rights to acquire shares on leaving, retirement, death or disability
- Death, disability and other retirement compensation payments
- Management contracts, director approval and remuneration amounts
- Insurance and other protective requirements
- Professional advisers and change of professional advisers
- Dispute resolution
- Changes to and termination of the agreement
- Buy out provisions for leaving shareholders
- Valuation of shares on changes and valuations of the business
Our view is that a shareholders agreement is an essential document for any limited company and an equitably drafted agreement should provide comfort to all parties.
Please talk to us if you need help in planning for an agreement, especially where there are several shareholders, a new company is being formed, a shareholder wants to sell their shares or pass them to their children, someone is nearing retirement, or the company has borrowed money from a shareholder. We can help with share and company valuations and put the shareholders’ wishes into an agreement with a local solicitor.
Support and manage disability and health at work
Many employers are currently facing challenges in recruiting the people they need to help their businesses survive and prosper. It has never been more important for those employers to keep and develop the people they already have. It’s therefore crucial that businesses have the tools they need to prevent long-term absence and avoidable job loss because of ill health or disability.
The UK Government is testing a new online service for employers, which provides advice and guidance on managing health and disability in the workplace and also explains your legal obligations and good practice.
This may be particularly helpful for smaller businesses without an in-house HR function or access to an occupational health service.
By taking part, you will receive free information and guidance on disability and health-related employment issues. You could use it to help manage a current case, or simply take a look around the site to see what’s useful and identify improvements.
Employers should prepare for a warmer future
The Health and Safety Executive (HSE) is advising businesses to think about how they need to adapt to warmer working conditions for their staff.
After last month’s record-breaking temperatures and with more hot weather this month, HSE is asking employers to ensure extreme heat becomes part of their long-term planning.
With temperatures reaching 40oC in some parts of the UK in July, adapting to climate change is something all businesses will need to consider as warmer weather becomes more frequent.
Employers have a legal obligation under the Management of Health and Safety at Work Regulations to assess risks to the health and safety of their workers. They must review the risk controls they have in place and update them if needed. This includes risks from more frequent extreme weather, such as heatwaves.
While there is no maximum temperature for workplaces, all workers are entitled to an environment where risks to their health and safety are properly controlled. Heat is classed as a hazard and comes with legal obligations like any other hazard.
The Workplace (Health, Safety and Welfare) Regulations require employers to provide a reasonable temperature in the workplace.
John Rowe, HSE’s Acting Head of Operational Strategy, said:
“We expect employers to take this recent weather event as the prompt to review how they assess the risk of high temperatures in their workplace and identify now those changes that will future proof them.”
“All workplaces need to acknowledge that the working environment is changing. There are low-cost adaptations to the structure of work, but things like improved ventilation and air conditioning should also be considered, which will involve investment in the workplace.”
“Extreme heat that we have witnessed of late isn’t going to stop and we want employers to plan and respond to this now.”
Here, you can find more guidance on taking practical steps to work safely in hot conditions:
Age at Work
Age Cymru wants to encourage and support businesses to build age-friendly workplaces where older employees can thrive. Age Cymru has formed a partnership with Business in the Community (Cymru) to support employers through the Age at Work programme.
Under the key strands of retention, retraining and recruitment, Age at Work will work with employers to develop a more age-inclusive workplace and understand the benefits of an intergenerational workforce. It will also support older workers (aged 50 plus) who want to remain in work. It highlights the need to begin preparation for work in later life and retirement at an earlier stage.
Through Age at Work, employers have access to a range of free toolkits, networks and support to help inform the action they take to create a workplace that’s better for mature employees and will benefit employees of all ages.
There are mid-career review webinars covering career, health, wellbeing and finance, which run from August 2022 to December 2022.