Shareholders

Shares and share options commonly form part of the benefits package for senior business executives. Our legal experts review the shareholder agreements, advising our clients on the terms governing the holding of these shares.

As with all contracts, disputes can arise. Our lawyers are skilled in resolving such disputes, through negotiation wherever possible, and by means of litigation, only should this prove necessary.

Shareholder agreements

Through our experience in dealing with the contracts of senior executives, Russell Jones & Walker's team is familiar with identifying specific problems contained within shareholder agreements, articles of association and other documents governing share holdings.

Senior executives often receive such documents along with their service or consultancy agreements on commencing a new role. Whilst every agreement is different and unique, most will cover certain typical issues, such as the quantity of shares to be granted, the value to be placed on them, restrictions on sale, and dealing with the position on termination of employment.

We are often instructed by clients who wish to ensure that the agreement is clearly interpreted, so as to protect their position and avoid disputes at a later date. A key issue here is the assessment of the financial value of the shares on departure. When considering this aspect, our legal experts will identify any restrictions on sale of the shares, such as when and to whom the shares may be sold. Our lawyers also frequently advise on the implications of restrictive covenants appearing in these agreements.

We are also called on to provide urgent reviews of the agreements by clients suddenly facing the termination of a contractual relationship, such as senior executives considering departure, or being required to leave.

Shareholder disputes

We have considerable expertise in handling such contractual disputes on behalf of our senior executive clients.

These can relate to any aspect of the agreement, but are frequently triggered by the way in which the agreement is being implemented, particularly following the termination of employment relations.

Shareholder disputes on termination often involve the sale of shares on departure, and restrictive covenants affecting the departing executive, which may be contained within shareholders agreements as well as contracts of employment. Our legal team is familiar with these issues, and skilled in identifying and exploiting any flaws in the drafting or in the implementation of the agreement.