Case Study 3 - Shareholder Agreements

Case Study 3 - Shareholder Agreements

Debbie and Richard ran a successful printing business. They had worked together for 25 years. Debbie was 58 years old and Richard was 50 years old.

Debbie held 75% of the issued shares. Richard held the other shares and both were directors.

Debbie had decided that she had had enough in the printing industry. She wanted to sell the business.

Richard felt that he still had at least another 10 years until he was in a position to retire.

A competitor had expressed an interest in acquiring the business but only if he acquired all the shares so that longstanding contracts that the company had with key customers would remain without having to be assigned or novated as part of a sale of the assets and goodwill. For obvious reasons he was also not interested in acquiring only part of the shareholding.

Richard would not agree to sell his shares, particularly to this competitor as they had fallen out over a customer years before.

Debbie always understood that with 75% of the shares in the company, she could control it and make all the decisions. She needed the money from the sale of the business to be able to retire and was extremely frustrated to discover that she could not retire when she wanted to.

Without a shareholder agreement in place there was very little that Debbie could do. A shareholder agreement could have included a provision that is the majority shareholder wanted to sell the business, the minority shareholder could be dragged along and forced to sell their shares, provided that the same terms were offered to that minority shareholder, such as price per share.