case study

Updating articles of association to a company’s advantage

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: