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GLOSSARY

Shareholder definition

Published by a LexisNexis Corporate expert

What does Shareholder mean?

An individual, body corporate or other property-owning entity that owns at least one share in a company. Also called members, shareholders are distinct from the directors who manage the day-to-day affairs of the company. Shareholders typically seek to share in the income profits of the company, as well as achieving capital gain through an appreciation in the value of their shareholding. They participate in general meetings to resolve matters of specific importance as regards the constitution, business or corporate activity of the company, in accordance with company law and the constitution of their company.

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Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack

Establishing a share incentive plan (SIP) and granting SIP awards—all-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis®PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs—qualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs—who can be granted an award? For a checklist...

DPA suitability checklist

DPA suitability checklist Court's oversight of the interests of justice and fairness, reasonableness and proportionality The UK deferred prosecution agreement (DPA) regime provides for judicial oversight of DPAs. After negotiations as to the terms of a DPA have commenced and before it has been concluded, the court must determine: • whether it is likely to be in the interests of justice, and • that its proposed terms are fair, reasonable and proportionate Therefore, each factor must be supported by clear and persuasive proof in order to seek to persuade the court to approve the DPA. The declarations given under Schedule 17 Part 1, para 8 to the Crime and Courts Act 2013 (CCA 2013) to date provide insight into the court's approach as to when a DPA is suitable and this has, in turn, fed into the prosecutor's approach (see Practice Note: The SFO's approach to Deferred Prosecution Agreements (DPAs) [Archived]). For detailed information on DPAs in general, the process followed by the court when considering whether to...

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Texas shoot out (sealed bids)—flowchart

Texas shoot out (sealed bids)—flowchart The Texas shoot out (sometimes called a Mexican shoot out, Tex Mex shoot out or sealed bids) procedure may be started by either shareholder (or the shareholder which did not cause the deadlock) serving notice on the other shareholder, requiring both shareholders to submit sealed bids for the shares of the other shareholder within a specified timescale. The shareholders will be obliged to complete a share transfer on the terms of the bid with the highest price per share. There are a number of variants to this procedure, including that the joint venture shareholders’ agreement may provide for bidding by auction. It would be more usual in a deadlock or 50:50 joint venture for either shareholder to be able to serve the notice starting the Texas shoot out procedure. In a majority/minority joint venture, the majority shareholder may

Formalising the family business—checklist

Formalising the family business—checklist Many family businesses start out with quite an informal governing structure in place; the family members have an understanding of their roles and relationships with each other, and decisions are made quickly at the kitchen table. The nature of many family businesses is that they are informal and flexible, and their objectives are often driven by doing the best for the family according to the family's values, rather than purely for the profit of the owners. However, as the business grows and more members of the family and other employees start working with them, it becomes more and more difficult to manage the business in this way. The pros and cons of formalising the family business are considered in Practice Note: Family businesses. This checklist sets out a list of questions that an adviser can put to the family (or that the family can consider themselves) to assist with setting up a structure for the family business. These questions will also help determine the matters to...

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Managing conflicts of interest in pensions

Managing conflicts of interest in pensions THIS PRACTICE NOTE APPLIES TO TRUST-BASED OCCUPATIONAL PENSION SCHEMES Legal requirements in relation to conflicts of interest Pension scheme trustees have a duty to act in the best interests of the scheme's beneficiaries. However, trustees may owe duties to other parties or have personal interests which conflict with that duty. It is a general principle of trust law that trustees should not put themselves in a position where their duty to act in the best interests of beneficiaries conflicts with duties that they owe to other parties or with their personal interests. If trustees make decisions while subject to a conflict of interest that has not been appropriately managed, there is a risk that those decisions may be challenged by scheme members or overturned by the courts. It is important that the members of a scheme should perceive a conflict or potential conflict as having been properly managed. The directors of a company that acts as a trustee of a...

E&W Brussels I (recast)—the harmful event for specific tort and delict claims (art 7(2)) [Archived]

E&W Brussels I (recast)—the harmful event for specific tort and delict claims (art 7(2)) [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note considers the requirement for a harmful event to enable a court to have special jurisdiction under Article 7(2) of Regulation 1215/2012, Brussels I (recast). It then considers what is a harmful event when considering specific types of claims: economic loss, damaged or defective goods, personal injury claims, intellectual property claims, actions for inducing breach of contract as well as other types of claims. For guidance on the general principles that apply when dealing with tort and delict claims under the regulation, see Practice Note: E&W Brussels I (recast)—tort and delict claims (art 7(2)) [Archived]. For guidance when dealing with contract claims under the regulation, see Practice Note: E&W Brussels I (recast)—contract claims (art 7(1)) [Archived]. Impact of UK’s departure from the EU Following exit day (ie 31 January 2020), the UK became a third state in respect...

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Ireland—Notice of an extraordinary general meeting of a private limited company

Ireland—Notice of an extraordinary general meeting of a private limited company This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate...

Ireland—Member’s consent to short notice of a general meeting of a private limited company

Ireland—Member’s consent to short notice of a general meeting of a private limited company This Precedent sets out standard wording for the agreement of members of a private company limited by shares to agree to short notice of a general meeting. For details on the notice periods required for general meetings for private companies limited by shares, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company. Company number: [insert number] [insert company name] Limited (the Company) Agreement of members to short notice of a general meeting Calling a meeting on short notice A general meeting may be called on short notice if agreed by: • all the members entitled to attend and vote at the meeting, and • the statutory auditors of the company (unless the company has availed of the statutory audit exemption under CA 2014 (IRL), s 360 or CA 2014 (IRL), s 365 Please note that in addition to the above requirement to convene a meeting at short notice, to propose and...

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In what circumstances do I really need to worry about commercial (or corporate) benefit?

In what circumstances do I really need to worry about commercial (or corporate) benefit? This Q&A explains when it is necessary to analyse whether an obligor in a banking transaction is receiving a commercial benefit (also called a corporate benefit) for participating in the transaction and why that might be important. For an explanation of how this matter arises in connection with guarantees which is the most common context in which the issue of commercial benefit arises in finance transactions, see Practice Note: Guarantees—commercial benefit. Summary Assessing whether an obligor in a finance transaction is receiving a commercial benefit is necessary where guarantees, third-party security or some other form of co-payment obligation is imposed on a party and that party is not the recipient of any funds being advanced either directly or indirectly eg by way of the borrower on-lending the money advanced to it. A lack of commercial benefit can invalidate a transaction or lead to it being challenged by shareholders or an insolvency officeholder. Consequences of...

Does a bonus issue have to be carried out so that the shares are offered to all existing shareholders in a company or can a company choose which shareholders to allot bonus shares to?

Does a bonus issue have to be carried out so that the shares are offered to all existing shareholders in a company or can a company choose which shareholders to allot bonus shares to? In this Q&A, we have assumed that the company proposing to carry out a bonus issue is a private company limited by shares. A bonus issue is the allotment of shares by a company to its existing shareholders, usually on the basis that they are fully-paid (as that is often a requirement of its articles of association), and without any payment being required by shareholders for those shares. In essence, a bonus issue will involve a resolution of a company to effect the capitalisation of existing reserves into (normally) fully-paid shares by allotting the shares and applying reserves in paying them up. It is not possible for a shareholder in a company that is making a bonus issue to refuse the allotment of any shares that they are entitled to or to...

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Share Incentives weekly highlights—19 June 2025

This week's edition of Share Incentives weekly highlights includes: (1) a focus on executive pay, as the AGM season continues and (2) a new Q&A which considers whether business asset disposal relief can be available where an EBT trustee is holding shares as bare trustee for an employee.

Dispute Resolution weekly highlights—12 June 2025

This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the Civil Procedure Rule Committee minutes of 9 May 2025 and the Court of Appeal decision in Saxon Woods Investments Ltd v Costa (corporate disputes); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.

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