Unfortunately, neither the buy - sell provision, nor the remainder
of the shareholder agreement, specifically contemplated the release of the selling shareholder's personal guarantees on closing of the buy - sell transaction.
Representation of a minority shareholder in breach of fiduciary duty and breach
of shareholder agreement regarding employment termination and stock repurchase.
Institutional VC investments inevitably involve a range
of shareholder agreements.
MaRS has created a sample template
of a shareholders agreement to help streamline business for startups, investors, founders and their respective legal advisors.
Both sides may wish to instruct legal counsel to assist in the final negotiation and drafting
of Shareholder Agreements, etc, and if for any reason the deal does not close then our Members» legal costs will be borne by us.
Piers Feltham undertakes drafting work in relation to the establishment
of shareholder agreements and joint ventures.
Piers also undertakes drafting work in relation to the establishment
of shareholder agreements and joint ventures.
If you have any questions regarding the legal aspects
of shareholder agreements, contact the Chicago business lawyers at Bellas & Wachowski Attorneys at Law for further guidance.
Bill has extensive experience in providing tax and structuring advice to private and public companies and investment funds in respect
of shareholders agreements, partnership and limited partnership agreements, joint venture arrangements, and other complex commercial arrangements.
a Cyprus based company which holds shares in a number of solar projects in Japan and other countries, in ICC arbitration and related court proceedings in the Netherlands and Cyprus; the dispute arising out
of shareholders agreements exceeded $ 50m.
For example, suppose you are a corporate lawyer who has written an article for the local business journal and spoken to the corporate bar about the importance
of shareholder agreements in closely held companies.
Advising a client in an action for breach
of a shareholders agreement and an unfair prejudice action.
Obtained judgments totaling $ 6.5 million in two jury trials for two telecommunications entrepreneurs against a Fortune 500 company in two related cases involving breaches
of shareholder agreements.
Not exact matches
The company also issued a statement indicating it would not renew a
shareholder agreement with L'Oreal, in which is has a 23 percent stake, beyond March 21
of this year.
Pet supply retailer PetSmart Inc succumbed to calls from some
shareholders for a sale on Sunday with an
agreement to be bought by a private equity consortium led by BC Partners Ltd for $ 8.7 billion, in the largest leveraged buyout
of the year.
The tussle for control
of Phoenix Gold intensified today after Zijin Mining Group struck a pre-sales
agreement with one
of the miner's largest
shareholders, boosting its interest to 17.9 per cent ahead
of announcing a cash takeover bid that values the business at $ 47 million.
Perth - based explorer Image Resources has entered into an
agreement for the purchase
of a wet concentration plant, and an offtake deal for product from its Boonanarring mineral sands project near Gingin, with a Chinese zircon company to emerge as a major
shareholder.
P.J.'s shares were put under control
of trustees who along with the four children drafted a
shareholders agreement.
The conflict between Maple Leaf and Teachers» began at the end
of June, when a long - term
shareholder agreement between Teachers» and McCain Capital Corp. finally expired.
Qualcomm said on Tuesday it had entered into
agreements with nine NXP stockholders, who collectively own more than 28 percent
of NXP, including top
shareholder Soroban Capital Partners LP and second - largest Elliott.
«Through a series
of intragroup financial and commercial
agreements, the majority
shareholders group implemented a policy that resulted in draining, to its own benefit, the treasury and the wealth
of the joint company,» Gecamines said in a statement.
By February
of 2016, some
of Shop.ca's existing cash investors had grown confident enough in Chvala's plan that they had warmed to the idea
of pursuing further investment — provided the
shareholders agreement was revised.
The friendly nature
of the bids is highlighted by the fact that Calima has already secured pre-bid acceptance
agreements from major
shareholders with a 19.9 % stake in TSV Montney and an 8.6 % stake in TMK Montney.
Fan also pointed out that Verizon Wireless can not invest outside
of the continental U.S. due to a
shareholder agreement with British telecom company Vodafone (which owns a 45 per cent stake in Verizon Wireless), and that it would be unlikely that any wireless investment by Verizon Communications Inc. would occur outside
of Verizon Wireless.
Mark Zweig, founder
of privately held Zweig White & Associates, a $ 4.2 - million publishing and consulting company in Natick, Mass., addresses that problem through the buyback provision in the company's
shareholders»
agreement.
The Perth - based explorer led by the experienced oil and gas duo
of Alan Stein and Jonathan Taylor advised that the boards
of TSV Montney and TMK Montney had signed bid implementation
agreements in which they unanimously recommend
shareholders accept Calima's offers, in the absence
of a superior proposal.
Has there been any
agreement that solving these problems is important, not simply because
of headline risk, or for the purpose
of preserving
shareholder value, but because it's the right thing to do?
Hedge fund Elliott has taken a stake
of almost 3 percent in Sky, according to its latest filing, and other
shareholders have also argued that Disney's
agreement to buy Fox implies a higher value for Sky.
Under the terms
of the
agreement, Dr Pepper Snapple
shareholders will receive $ 103.75 per share in a cash dividend and retain 13 %
of the combined company.
In an unprecedented move Wednesday, Exxon Mobil
shareholders voted in favor
of a non-binding proposal that they say will force the company to truly back the Paris climate
agreement.
Because
of the company's ever - increasing book value, insurance costs are high, so Bunn is currently funding a portion
of the
shareholder - buyout
agreement through a combination
of tax - advantaged vehicles.
Nexus Minerals has entered into a Heads
of Agreement with the
shareholders of MTIC Corporate that gives Nexus an option to acquire 20 per cent
of the issued capital
of MTIC.
Almost exactly a year ago, an unnamed group
of Sprout
shareholders (potentially but not necessarily including the Whiteheads) sued Valeant for not following through on the terms
of the merger
agreement, including marketing obligations required as part
of the deal.
Camber Capital Management, a hedge fund with an activist history, has purchased 5.7 million shares
of Tenet Healthcare Corp., or a 5.7 % stake in the money - losing hospital chain.The emergence
of Camber was disclosed Monday, just three days after Tenet's largest
shareholder, Glenview Capital Management, resigned two Tenet board seats, citing irreconcilable differences with management and the board.Glenview Capital, which owns an 18 % stake in Tenet, gave notice Friday that it would no longer participate in a stand - still
agreement that had prevented it from launching a proxy fight for control
of the company.Tenet investors welcomed the Camber disclosure Monday, driving up Tenet's stock price to $ 2.18, or 15 %, to $ 16.63 as
of 12:30 p.m. ET.Tenet is the nation's third - largest investor - owned
As Weston holds approximately 63 %
of Loblaw's common shares, Loblaw expects that the TSX will accept Weston's
agreement to support the transaction as evidence
of shareholder approval and not require Loblaw to hold a
shareholder meeting.
Under the terms
of the
agreement,
shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold (subject to adjustment for certain tax liabilities as described below).
For example, the expected timing and likelihood
of completion
of the proposed merger, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals
of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence
of any event, change or other circumstances that could give rise to the termination
of the merger
agreement, the possibility that Kraft
shareholders may not approve the merger
agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption
of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price
of Kraft's common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability
of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses
of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost - cutting synergies or it may take longer than expected to achieve those synergies, and other factors.
George Weston Limited, Loblaw's controlling
shareholder, has entered into a voting
agreement in support
of the transaction.
(Reuters)- Pet supply retailer PetSmart Inc succumbed to calls from some
shareholders for a sale on Sunday with an
agreement to be bought by a private equity consortium led by BC Partners Ltd for $ 8.7 billion, in the largest leveraged buyout
of the year.
The separation, which does not require a
shareholder vote, remains subject to market conditions, customary regulatory approvals, an affirmative ruling from the US Internal Revenue Service, the execution
of separation and intercompany
agreements, and final board approval.
Proposal details: We note how many proposals have been filed in each category, which are now pending, how many have been withdrawn for tactical or substantive reasons after negotiated
agreements with companies, and the disposition
of challenges to the proposals at the Securities and Exchange Commission (SEC) under its
shareholder proposal rule.
CanniMed board approves
shareholder rights plan that prevents Aurora, which says it has 38 %
of shares locked up, from buying more shares or signing new lock - up
agreements
Under the terms
of the
agreement, ILG
shareholders will receive $ 14.75 in cash and 0.165 shares
of MVW common stock for each ILG share.
DALLAS --(BUSINESS WIRE)-- NexPoint Credit Strategies Fund (NYSE: NHF)(«NHF») today announced that it has set February 17, 2015 as the new record date for its special meeting
of shareholders, which is scheduled for March 6, 2015, to approve a new investment advisory
agreement to be entered into by NHF's subsidiary NexPoint Residential Trust, Inc. («NXRT») in connection with NHF's proposed spin - off
of NXRT.
Under the terms
of the merger
agreement, which has been unanimously approved by the Boards
of both companies, ILG
shareholders will receive $ 14.75 in cash and 0.165 shares
of MVW common stock for each ILG share.
DALLAS --(BUSINESS WIRE)-- NexPoint Credit Strategies Fund (NYSE: NHF)(«NHF») announced today that its
shareholders have approved a new investment advisory
agreement to be entered into by NHF's subsidiary NexPoint Residential Trust, Inc. («NXRT») in connection with NHF's proposed spin - off
of NXRT.
Under the terms
of the
agreement, Popeyes
shareholders will be entitled to receive $ 79.00 for each share
of Popeyes common stock they own.
«The
agreement between the Benacerrafs and the
shareholder in Portugal expired at the end
of 2016 and the Benacerraf family chose not to renew that,» G. Frederick Reinhardt, Brickell Bank chairman and CEO, said in a statement.
Key provisions
of a VC term sheet include: investment structure, key economic terms,
shareholder agreements, due diligence, exclusivity and closing.
'» [12] In particular, there is growing
agreement that «Delaware jurisprudence favors director primacy in terms
of the definitive decision - making power, while simultaneously requiring directors to be ultimately concerned with the
shareholders» interest.»