We help private companies to originate, structure and execute equity and equity-linked financings.
Services by Outcome
Issuing new classes of shares
Companies may set up new classes of shares at any time. We have advised many companies who previously had only one class of shares, and used side agreements (investment agreements, shareholder agreements) to create unique rights and terms attached to the new shareholders.
By creating new classes and simultaneously issuing shares in the new classes, the unique terms of the company’s relationship with each new shareholder are incorporated in the articles of association and eliminate the need for most side agreements. It promotes transparency and provides simplicity to an otherwise jumble of overlapping multitude agreements.
We make it easy to introduce new classes of shares into your company by handling the process from start to finish
Multiple Share Classes
When complexity is introduced into the capital structure by the issue of different classes of shares, we tackle the issuance from all angles, including the legal nature of a share; capital and dividend entitlements; transferability of shares; voting rights; the juridical nature of the relationship between a company and its registered shareholders; and variation of rights attaching to shares.
Issuing new shares
There are many factors to consider when issuing new shares – and it is not as simple as merely filling in form SH01
Shareholders disputes can range from breach of shareholders agreement and articles of association to shareholder grievances for shareholding dilution, exclusion from management and similar “oppressions”. Some of the matters in which we have represented minority shareholders are:
- allotment of shares for an improper purpose, suppression of the rights of minority owners,
- breaches of contract and fiduciary duty
- Derivative actions;
- unfair prejudice claims;
- court-ordered buyouts of minority shares and valuation disputes
- statutory petitions for just and equitable winding up