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Does anyone know if the class of the trusts shares were changed at all during the sale to the Americans, and during the changes to the Articles of Association. Were changes made to lower the class status of the trusts shares.
They should really all be the same Class A. Class B has less rights. Does anyone know if the trusts class of shares were changed.
More info here: Any company can create different classes of shares by setting out those classes and the rights attached to them in the company's articles. If a company has only one class of shares they will be ordinary shares and will carry equal rights.
Different classes of shares within a company can carry identical rights, but very often have different voting, dividend and/or capital rights.
Changing class rights There is some statutory protection given to the holders of a class of shares against the rights on their shares being altered. A minority class of shares, or a class of non-voting shares, would otherwise be vulnerable to the rights on those shares being altered by the majority (e.g. by altering the articles by special resolution). This is known as a variation of class rights. The following is a summary of the main statutory provisions:
CA 2006, sec630 provides that class rights may be varied only in accordance with the articles or if either: (a) the holders of three-quarters in nominal value of the issued shares of that class consent in writing to the variation; or (b)a special resolution (75% majority) is passed at a separate general meeting of the holders of that class to sanction the variation. CA 2006, sec633: The holders of not less than 15% of the issued shares of the class (being persons who did not consent to or vote in favour of the resolution for the variation), may apply to the court to have the variation cancelled.
Some info I've been reading, quite a few points seem to apply to the trusts case.
Shareholder disputes. The most common disagreements in a company is, a perceived lack of performance on the part of one shareholder or director, and allegations of manipulation.
Unfair prejudice — the statutory remedy
The most powerful weapon in the armoury of an aggrieved minority shareholder is the statutory remedy available under s.994 of the Companies Act 2006.
A shareholder may petition the court where the affairs of the company are being conducted in a manner that is unfairly prejudicial to all, or part, of its members.
There is no simple definition of what constitutes “the affairs of the company” or “unfair prejudice” and a large body of case law has developed over the years. However, the terms “unfair prejudice” are considered by the court to be “general words” and the court has a wide discretion in their application.
Two major cases of Unfair Prejudice are: a minority shareholder was wrongly excluded from management the majority shareholders consistently ignored the rights of the minority
Other situations where unfair prejudice has been found include: a failure to consult the complainant or to provide information misappropriation of company business or assets mismanagement of internal company affairs the failure to pay reasonable dividends improper allotments of shares and rights issues.
Minority shareholders' rights vary depending on the percentage of shares/voting rights they hold in the company, as follows: At least 5%: has a right to: apply to court to prevent the conversion of a public company into a private company; call a general meeting; require the circulation of a written resolution to shareholders (in private companies); and require the passing of a resolution at an annual general meeting (AGM) of a public company. At least 10%: has a right to: call for a poll vote on a resolution. More than 10%: has a right to: prevent a meeting being held on short notice (in private companies). 15%: has a right to: apply to the court to cancel a variation of class rights, provided such shareholders did not consent to, or vote in favour of, the variation.
Shareholder Agreement This document outlines how to deal with issues and can be helpful in reaching an amicable outcome to disputes. The majority of shareholder disputes are resolved by one shareholder selling their shares to the remaining members. This requires the company to be valued and terms of settlement reached.
“I can see the yanks trying to win them over, being their best buddies, and giving the full smoke and mirrors to them.
They probably view the trust as lambs to the slaughter. “
Let’s hope not although Ux very recently suggesting the problem has gone now, is a very serious cause of concern to me, and a couple of his other recent comments concern me he still may be of the view of being happy to throw our lot in with the majority owners.
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Will the trust get duped again by the Yanks on 23:26 - Feb 5 with 2903 views
Will the trust get duped again by the Yanks on 23:20 - Feb 5 by chad
“I can see the yanks trying to win them over, being their best buddies, and giving the full smoke and mirrors to them.
They probably view the trust as lambs to the slaughter. “
Let’s hope not although Ux very recently suggesting the problem has gone now, is a very serious cause of concern to me, and a couple of his other recent comments concern me he still may be of the view of being happy to throw our lot in with the majority owners.
I'd never trust them again after they way they were treated.
They did the trust over big time, and have treated them with complete contempt ever since the takeover.
Will the trust get duped again by the Yanks on 23:20 - Feb 5 by chad
“I can see the yanks trying to win them over, being their best buddies, and giving the full smoke and mirrors to them.
They probably view the trust as lambs to the slaughter. “
Let’s hope not although Ux very recently suggesting the problem has gone now, is a very serious cause of concern to me, and a couple of his other recent comments concern me he still may be of the view of being happy to throw our lot in with the majority owners.
You do have a habit of misinterpreting people Spratty. Did it at the AGM I recall.
Jenkins was a problem. Oversaw a shambolic recruitment process over the last few years. Been calling for change for years. Finally arrived although I'd have liked a far more orderly exit. I won't even go into the sale, there's no need, that was enough.
For you to say I think he is the only issue is pretty damn disingenuous of you. I've written chapter and verse on the issues between Trust and majority owners. Those issues still remain.
What happens next depends on what happens in mediation and what our members think of that. I'll not pre judge that, or rule anything out. I'm not optimistic based on past experience but to do otherwise would mean I wasn't doing what I should be.
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