Hi thank you for your question and welcome. My name is ***** ***** I will assist you. Does the company have any assets and debentures over its assets? Do you have support of the other director/shareholder? Are all the shares fully paid? Kind regards AJ
Hi thank you. How much did you invest? was any of it by way of a loan? I will write a response but this wil take me a little while - I will post my response by tomorrow. I look forward to hearing from you in the mean time. Kind regards AJ
Hi, Thank you. You have proposed one of the main strategies I was going to suggest. The only other action I would consider:
(i) You resign, treat your money as a loan and try and sue for it;
(ii) You issue more shares in the company and dilute down the other shareholder - you can do this as with 75% you can disapply pre emption rights - the only problem is you risk the unlikely scenario of an unfair prejudice claim (S.994 of the Companies Act 2006)
(iii) If the shareholders shares are unpaid make a call on the shares?
(iv) Look at other contractual provisions in the shareholders agreement? Is this shareholder acting in the best interests of the company?
I look forward to hearing from you. Kind regards AJ
Thank you. I will review this and revert to you as soon as possible. Kind regards AJ
Hi, Would the dissenting shareholder be prepared to sell at the right price? Kind regards AJ
Hi, Thank you. The agreement does contain a mechanism for independently valuing shares if he wanted to sell. Assuming the company needs finance to go forward you could try and pressure him into selling. You could say that if he does not sell the shares you will consider adding additional capital to the company by issuing more shares and as a result diluting him down. Again this would require the support of the other shareholder. Kind regards AJ