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GLOSSARY

Majority shareholder definition

Published by a LexisNexis Corporate expert

What does Majority shareholder mean?

A majority shareholder is a member who hold more than 50% of the shares in a company that has voting rights attached, meaning that it can pass ordinary resolutions (or, where it holds 75% or more of the shares, special resolutions or any other resolution that must be passed by a higher majority) and therefore has a controlling interest. In a majority/minority joint venture, the majority shareholder will usually be permitted to appoint a majority of the directors to the JVC's board and/or to appoint a chair (potentially with a casting vote) and will have control of the JVC's board (as most board resolutions will require simple majority approval).

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DPA suitability checklist

DPA suitability checklist Court's oversight of the interests of justice and fairness, reasonableness and proportionality The UK deferred prosecution agreement (DPA) regime provides for judicial oversight of DPAs. After negotiations as to the terms of a DPA have commenced and before it has been concluded, the court must determine: • whether it is likely to be in the interests of justice, and • that its proposed terms are fair, reasonable and proportionate Therefore, each factor must be supported by clear and persuasive proof in order to seek to persuade the court to approve the DPA. The declarations given under Schedule 17 Part 1, para 8 to the Crime and Courts Act 2013 (CCA 2013) to date provide insight into the court's approach as to when a DPA is suitable and this has, in turn, fed into the prosecutor's approach (see Practice Note: The SFO's approach to Deferred Prosecution Agreements (DPAs) [Archived]). For detailed information on DPAs in general, the process followed by the court when considering whether to...

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Texas shoot out (sealed bids)—flowchart

Texas shoot out (sealed bids)—flowchart The Texas shoot out (sometimes called a Mexican shoot out, Tex Mex shoot out or sealed bids) procedure may be started by either shareholder (or the shareholder which did not cause the deadlock) serving notice on the other shareholder, requiring both shareholders to submit sealed bids for the shares of the other shareholder within a specified timescale. The shareholders will be obliged to complete a share transfer on the terms of the bid with the highest price per share. There are a number of variants to this procedure, including that the joint venture shareholders’ agreement may provide for bidding by auction. It would be more usual in a deadlock or 50:50 joint venture for either shareholder to be able to serve the notice starting the Texas shoot out procedure. In a majority/minority joint venture, the majority shareholder may prefer for only

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CRC Initial Phase (Phase 2)—corporate structures [Archived]

CRC Initial Phase (Phase 2)—corporate structures [Archived] ARCHIVED: This Practice Note has been archived and is not maintained. The CRC Energy Efficiency Scheme (CRC Scheme) The CRC Scheme was a mandatory UK-wide emissions trading scheme in the UK that aimed to cut carbon dioxide emissions and improve energy efficiency in large non-energy intensive public and private sector organisations. Organisations that qualified for the CRC Scheme had to report their emissions, and purchase and surrender allowances for every tonne of carbon dioxide they emitted. The CRC Scheme was introduced using enabling powers from the Part 3 of Climate Change Act 2008, (CCA 2008). The primary details of the CRC Scheme are contained in the CRC Energy Efficiency Scheme Order 2013, SI 2013/1119 (CRC Order). The CRC Scheme has been split into successive phases. The first phase (the Introductory Phase (Phase 1)) ran from 1 April 2010 to 31 March 2014. The final phase ran from 1 April 2014 to 31 March 2019 and was confusingly officially...

Deadlock—fundamentals

Deadlock—fundamentals A deadlock is where parties to an agreement have an irreconcilable conflict and are therefore unable to reach agreement. This term is often used in connection with corporate joint ventures (JVs), in particular 50:50 JVs where no single party has a controlling stake in the JV and therefore all decisions require unanimity. Deadlock scenarios can also arise in non-50:50 JVs, such as where certain decisions require unanimity or where there are more than two JV parties and the outcome of a vote results in no majority. Certain disagreements can lead to deadlock stifling the joint venture company (JVC) from functioning properly. At the outset, it is prudent to consider the ways in which a deadlock could be resolved. Therefore, joint venture agreements (JVAs) typically contain deadlock resolution processes (which are often stepped) which need to be followed in order to resolve the deadlock situation. Setting out deadlock resolution processes in the JVA will save time and costs should a deadlock scenario arise and will also assist the parties...

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Lexis®PSL Dispute Resolution weekly highlights—22 December 2016

Welcome to the weekly highlights from the Lexis®PSL Dispute Resolution team for the week ending 22 December 2016—our final highlights for 2016. This week, we feature our interactive resource guiding customers through the key Dispute Resolution cases and developments of 2016 and the 87th update to the CPR. We highlight news and analysis on a broad range of matters, including: proprietary freezing orders (Marino); case management (Simpson); applicable law (Banca Santander Totta); cause of action estoppel (Mandic-Bozic); LIBOR claims (Property Alliance); and adjudication (Octoesse). We also identify relevant News Analysis from other Lexis®PSL practice areas, the latest substantive amendments to our core content, new Q&As and recent posts on the Dispute Resolution blog. All this, and more, in our weekly highlights. We’d like to thank our customers, contributors and Editorial Board for their support this year, and wish you all a very pleasant festive break. See you all in 2017!

Lexis®PSL Dispute Resolution weekly highlights—21 January 2016

Welcome to the weekly highlights from the Lexis®PSL Dispute Resolution team for the week ending 21 January 2016. This week’s feature articles focus on forthcoming changes to the CPR, a brief ‘no news yet’ update on the new edition of the Admiralty and Commercial Courts Guide, and a new report on the perceived effectiveness of the Construction and Engineering Pre-Action Protocol. We also highlight analysis of judgments on a broad range of matters, including: Part 36 (Crooks); adjudication (Fahstone); derivative claims (Hook); and, service (Hyfield Estates). Don’t miss the analysis from other Practice Areas that we think may be of interest to practitioners, as well as our latest Q&As on default judgment and filing a defence late. All this, and more, in our weekly highlights.

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