Bad AGMs (and how to avoid them): January 2019
Charles Russell Speechlys again teamed up with the Quoted Companies Alliance and ICSA, The Governance Institute, for our annual mock AGM; an evening of essential tips to help avoid those difficult AGMs that no one wants to experience. It covered what to do if issues arise, as well as other areas to consider in preparation for the 2019 ‘AGM Season’.
To read our Case Study Notes setting out the mock AGM scenario and our suggested solutions and guidance, which will be useful when considering difficulties which could arise at your own AGM, please click here.
For a general Guidance Note on how to prepare for and manage an Annual General Meeting, and the key actions after the meeting, please click here.
The event was based around an entertaining mock AGM role play and covered, amongst other topics, the responsibilities of the Chairman, managing attendees, governance and diversity issues, requisitioned resolutions, amendments to resolutions and dealing with difficult shareholders. As the drama unfolded, the team was able to draw out the key issues and best practice, and offer advice to our Chairperson attempting to keep order over proceedings with the aid of the audience (via live electronic voting). The importance of approaching gender and wider diversity in a positive and considered way and the links between transparency and governance were key themes from the event.
Preparation is key, and this is something that in-house teams, lawyers and financial PR agencies can assist with. Be clear what can and can’t be discussed at the AGM in advance, make any necessary announcements and consider answering questions via the company’s website ahead of the AGM. Chairmen may not have been in this position before, or only infrequently; following the script on the day can help them avoid any potential legal or regulatory traps.
Let attendees know in advance what formalities will be required to be admitted to the AGM. Consider carefully use of the Chairman’s discretion to allow or disallow attendance by shareholders, representatives or others. If difficulties arise during the meeting, make sure that the mood of the meeting is taken into account, as well as the legal formalities.
Transparency and governance
An essential component of instilling trust and confidence in the running of any organisation is the application and consistent demonstration of high standards of governance. We looked at our experience within sports, as a sector particularly exposed to public interest, but this applies to equally businesses in any other sector.
We discussed that board diversity should be about ensuring one has the right people on the board for the particular company, who have the rights skills to understand what it’s doing and where it’s going, have the right mix of experience to properly challenge the strategy, management and financial data, and are sufficiently diverse to avoid ‘group think’. We discussed the difficult issues around measuring and managing policies and targets on diversity, but in the context that diversity has significant positive benefits for companies.
For more information, pleaes contact David Hicks.
Phase out of temporary restrictions on use of winding up petitions
Hannah takes a look at the recent UK Government announcement on statutory demands and the presentation of winding up petitions
Preparing your company for sale
We set out here some initial steps to consider in anticipation of a sale.
Overhaul of London's stock market listing regime set to significantly boost capital raising opportunities for founder led UK tech businesses
Charles Russell Speechlys advises discoverIE on its acquisition of Antenova
discoverIE is a leading international designer, manufacturer and supplier of customised electronics to industry.
Charles Russell Speechlys advises Acora on acquisition of Westgate IT
Westgate IT specialises in providing IT support to businesses in the South West.
Charles Russell Speechlys advises Grape Paradise on the acquisition of a fine wine business
Charles Russell Speechlys has advised Grape Paradise on the acquisition of the Sarment Group in the China Mainland territories.
Ongoing supply chain crisis looms large over upcoming allergen law change
The Business Magazine and The Surrey Chambers of Commerce report on the firm's involvement in the sale of Online Fuels Limited to DTN
The firm advised the shareholder management team on the sale of shares in Online Fuels to global data, analytics, and technology group, DTN.
Charles Russell Speechlys advises Appital Ltd on £2.5m Investment led by Frontline Ventures
Appital is an Equity Capital Marketplace which aims to bring innovation to Equity Capital Markets.
The Business Magazine, Insider Media, Business South and The Surrey Chambers of Commerce report on the firm's involvement in Appital's £2.5m growth capital investment
The injection will accelerate the development of Appital’s technology infrastructure, integration with financial institutions.
Healthcare team advises Country Court Care on £57m sale of three care homes
Country Court Care Group Ltd has been active almost 35 years as a nursing and care home operator.
Pei Li Kew
B[re]aking up is never easy... a lesson from the Oetker business split
Charles Russell Speechlys advises Metier on US$39m investment into Africa Mobile Networks
AMN builds, owns, operates and maintains mobile network infrastructure in Africa.
Charles Russell Speechlys advises Apposite Capital on acquisition of i2a Diagnostics
i2a is a leading provider of laboratory instruments, software and reagents for the clinical microbiology market in France.
Brace yourselves: dentists could be liable for actions of self-employed staff
Private companies and public interest – a new approach to corporate governance?
Is now the optimal time to sell your company?
Charles Russell Speechlys advises Duke Royalty on royalty financing agreement with Fairmed Healthcare AG
Duke Royalty is the leading provider of royalty finance to companies in the UK and Europe.
Charles Russell Speechlys shortlisted for Best EIS/SEIS Legal/Regulatory Adviser at 2021 EISA Awards
The Awards denote excellence and recognise the achievements of EIS/SEIS practitioners over the past year.
COVID-19 Vaccination – can an employer make it compulsory for employees?
We review what legal issues to take into account when considering to make vaccination compulsory as an employer.