Overview -
Franks Ogilvie used a collaborative approach to enable our client company to change its ownership and governance arrangements, without high legal fees or costly dispute. In our experience owners know their business best, and the lawyer’s role is to listen, provide useful options and assist with implementation. By advising on and preparing the required notices and other documents and assisting with the company meetings, a positive outcome was achieved.
Issue –
Our client was a producer co-operative group wanting to update its rules to address changing business circumstances, including divesting under-utilised assets and refreshing its shareholder base. The chairperson approached us with the problem and ideas of the commercial outcome the Board wanted to achieve.
What we did –
Franks Ogilvie attended several phone meetings of the Board to be sure we understood the issues, opportunities and constraints, and provided the directors with different options as to how to achieve their commercial goals. Some differences of view at the Board level were aired and resolved. The approach was co-ordinated with other professional advisors. Along with legal and financial robustness, it was important to ensure any concerns of the company’s long standing shareholders were identified and fairly addressed. The Board unanimously chose to proceed by way of several staged communications with shareholders and other stakeholders, to ensure doubts were properly addressed as the solution was developed and everyone moved to the same page. This culminated in a special general meeting to change the company constitution and endorse several transactions and business initiatives, then further communications to effect the share movements and other arrangements. Franks Ogilvie assisted at each stage, including preparing the notice of meeting and resolutions and “light handed” review of other communications.
Outcome –
The shareholder vote was unanimously in favour. The business outcomes were achieved. With a light handed informed approach,Franks Ogilvie were able to help the company achieve their goal and keep their shareholders aligned without high legal fees or costly dispute.
Want to know how we can help your company to do the same? Email Franks Ogilvie Director Rob Ogilvie
