Shareholder meeting: corporate representative appointment
Appointment by a corporate shareholder of a representative to act on its behalf at a general meeting of shareholders of a private limited company, including minutes of a directors’ meeting of the corporate shareholder to authorise the appointment.
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When do I use this document?
- for a corporate shareholder to appoint a representative to attend a general meeting on its behalf
- for the board meeting of the corporate shareholder to authorise the appointment
- as an alternative to the company appointing a proxy to attend the meeting
What are the key features?
- form of notice from a corporate shareholder to appoint a representative
- minutes of a meeting of the board of directors of the corporate shareholder to appoint the representative
What else do I need to know?
Instead of appointing a proxy, a corporate shareholder can authorise an individual to act as its representative at a meeting of the company. The authorisation should be in writing from the corporate shareholder to the company holding the meeting. The appointment should be authorised by a resolution of the corporate shareholder’s board of directors. This board authorisation can then be presented if the company holding the meeting requests proof of the representative’s appointment.
What other documents are available?
Related documents for calling and holding general meetings include:
When do I use this document?
- as an advance subscription agreement between the company and a single investor
- where the conversion price will be calculated as a percentage discount to the issue price for shares in the qualified investment round
- if agreed, where there is an agreed valuation cap on the company’s valuation
What are the key features?
- advance subscription terms and payment
- conversion on the occurrence of defined events, including a qualifying financing round, the sale of the company or on a longstop date
- conversion price on a qualified financing round to be at an agreed percentage discount to the qualified financing round share price
- if agreed, a cap on the valuation of the company for the purpose of calculating the conversion price
- warranties regarding the investor’s compliance with Financial Services and Markets Act 2000 regime regarding financial promotions
What else do I need to know?
For detailed discussion regarding the purpose of advance subscription agreements and their benefits and disadvantages for investors and the company, click here.
Negotiating points
Prior to entering into this ASA, the parties will need to consider and agree:
- discount rate: the discounted price per share (expressed as a percentage) at which the ASA investor will receive shares in the qualified financing round
- valuation cap: if agreed, the cap on the valuation of the company for the purpose of calculating the price at which the advance subscription will convert into shares on a qualified investment round
- default valuation: the default valuation of the company which will be used to calculate the conversion price of the advance subscription in circumstances where conversion occurs on the agreed longstop date or the company’s insolvency
- longstop date: the longstop date on which (and in the absence of a prior qualifying financing round) the ASA will automatically convert into shares
- qualified financing round: the minimum amount of funding which the company must raise before that funding round will count as the qualified financing round under the ASA which results in the conversion of the advance subscription into shares
- subscription amount: the amount of the investor’s advance subscription
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Updated by a lawyer on 14/08/2024
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