updating articles of association
the challenge:
The articles of association of our client, Exchem plc, had not
been updated for many years and were based on the 1948 Companies
Act. We were asked to review these and suggest suitable
amendments, which would need to be approved by the French parent
company before being adopted.
our approach:
We reviewed the company’s articles of association, proposing
several amendments to update them to reflect accepted good
practice. The changes related to the buyback of shares from
minority shareholders; the removal of untraceable shareholders from
the register (a significant issue as several shareholders had not
been heard from for many years); to allow board meetings to take
place using video conferencing technology to minimise travel time
and costs; to clarify the dividend rights of different shares and
to generally bring the articles in line with the 2006 Companies
Act.
the result:
The company’s articles are now more advantageous, having simplified
certain areas of governance, enabling the company to operate on a
more commercial basis.