The client

Rubric was delighted to work with Chaseview, a veterinary practice in Herefordshire, when a share disposal and a share purchase were required.

The challenge

When a shareholder wanted to retire, Chaseview was advised by their accountants  that the best way would be for the company to purchase its own shares. Additionally, an employee of the company wanted to buy into the practice. We worked with Chaseview to deal with the legal support that was needed to facilitate both the disposal and purchasing of shares.

How did Rubric help?

Working to a tight timeframe, corporate solicitor Ryan Ho was appointed to lead the case.

The company’s Articles of Association were reviewed and reworked; dictating how the company should be run and governed. These are required to protect the interests of the shareholders.

A Share Buyback Agreement was prepared (documentation that enables a company to purchase its own shares), along with the resignation documentation for the retiring shareholder, and all corresponding Companies House forms.

Ryan then dealt with the purchase of shares by an employee who wanted to buy in to the practice. Here he drafted the Share Purchase Agreement and the related ancillary documents (board minutes, resolutions, new director forms, stock transfer forms) as well as a new Shareholders Agreement for both shareholders involved.

Aside from the corporate work, Rubric’s Head of Real Estate Asif Moghal worked on all matters relating to the practice premises – including preparing the new lease for the trading company, the transfer of separate linked staff premises, and the closing of historic tenancies.

The result

Chaseview Director and Veterinary Surgeon Nigel Misselbrook comments:

“My experience with the team at Rubric was nothing but positive. I was kept up-to-date throughout, with no chasing needed, which in my experience is a rarity when working with solicitors.

I would like to say a big thank you to Ryan, Asif and Henry, who worked hard to get the deal over the line. They kept to their timescales and promises, and were available when needed.

I would not hesitate to recommend Rubric.”

 

Why is it important to have a Shareholders Agreement in place?

Whatever the situation, having a Shareholders Agreement in place enables a much smoother transition when any shareholder comes to exit the company.

It not only regulates the relationship and management between shareholders, but offers protection by outlining each shareholder’s rights and obligations.

Although it is not a legal requirement, it holds a lot of value when naturally things change within the structure and ownership of a business.

Are you selling or buying shares?