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JGM
JGM, Solicitor
Category: Law
Satisfied Customers: 11132
Experience:  30 years as a practising solicitor.
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A group of 7 people, one of them me, owned a training company,

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A group of 7 people, one of them me, owned a training company, We sold to another training company in May 2008. We all still work for this company. As part of the deal we got share options to be exercised 50/50 in May 2010 and 2012. However, the owner of the company we sold to never set up the option scheme (it was meant to be an EMI for tax purposes) and we still have not received our shares, despite satisfying all the terms in full. The owner has no dispute with whether we are due shares, but has simply never done the deed and got us our shares, despite numerous promises that it was about to happen. The company is going through a major reconstruction and we are again told shares are imminent but given we are years late I am thinking 2 things - is there a legal mechanism so that we "force" the shares to be issued, and can we claim compensation for not having had the shares for several years (when we could, for example, have tried to sell them, or push for dividends etc). It is not a listed company by the way - it is almost entirely owned by the person who set it up.
Submitted: 2 years ago.
Category: Law
Expert:  JGM replied 2 years ago.
Thank you for your question.
Is the obligation to grant the options contained in the share purchase agreement which governed the sale of the company? If so then you can rely on that contractual obligation to force the owner to grant the shares failing which you can claim damages for your losses as a result of the failure to do so. It is awkward when you work for the company but obviously your requests up to now have been ignored. What you now have to do is get your lawyer to write to the company about this in formal terms. Ultimately if the issue can't be resolved, you will need to raise court proceedings and claim your costs of doing so in addition to the claim for the transfer of shares and damages.
Those damages could include the element of any loss you sustained in respect of the transaction not having been effected when it ought to have been. That would have to be quantified as an estimate of loss of opportunity to exploit the shares at an earlier stage.
Please leave a positive response so that I am credited for my time.
Customer: replied 2 years ago.

Thanks for your response. To clarify, if employer issues shares can I still press for compensation for the delay? A reminder that half the shares are 4.5 years late and half are 2.5 years late. Thanks (and yes I will rate you of course).

Expert:  JGM replied 2 years ago.
Yes, because if the vendor is in breach of the sale agreement, you are entitled to damages for any loss. Assuming the issue of the shares now won't make up that loss, you have an entitlement to make a claim.
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