Business News England: Latest Insights on Shareholders Agreements, Workplace Safety, Capital Finance, and Agricultural Innovation

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Shareholders Agreement

Why a Shareholders Agreement is Important

The Significance of a Shareholders Agreement In the realm of company law, the dynamics of decision-making are intriguing. In cases of limited companies, the rule is that if shareholder(s) holding over 50% consent, decisions can be carried out, bypassing the views of other stakeholders. Moreover, if a shareholder possesses at least 75% of the shares, they wield the power to steer the company’s direction, holding authority over decisions made by fellow shareholders.

However, this approach might not fit seamlessly in all scenarios, especially when there’s a scenario of equal ownership or a mix of varying capital contributions. This is where the concept of a “shareholders’ agreement” steps in. It’s a pact forged among some or all shareholders in a company. Its purpose extends beyond regulating relationships and encompasses managerial aspects, ownership delineation, and shareholder protection. It’s akin to a guiding compass for running the company.

This agreement plays a pivotal role for several reasons: 

  • When a small consortium of owners aspires to collectively shape equitable decisions.
  • For stakeholders seeking influence over matters germane to their interests.
  • For shareholders who aren’t directly involved in day-to-day operations.

Typically, it’s a tool to navigate the challenges posed to the company in cases of death, disability, and disagreement—often referred to as the three “D’s”. Furthermore, it encompasses critical aspects such as retirement and share buyback.

Important Features of a Shareholder Agreement

This is not a comprehensive list, as each situation is different, but it may help you collect the thoughts of all shareholders before you draw up an agreement.

  1. Company details including officers, structure and who’s in charge.
  2. Goals & purpose of the entity
  3. Distribution of equity among shareholders.
  4. Parties involved in the agreement.
  5. Rights, duties, and commitments of shareholders.
  6. Framework for decision-making—major issues, voting thresholds, and day-to-day decisions.
  7. Restrictions on share transfer.
  8. First refusal rights and preemptive rights in scenarios of departure, retirement, incapacitation, or demise.
  9. Provisions for compensation in case of death, disability, and retirement.
  10. Management agreements, director endorsements, and remuneration guidelines.
  11. Insurance and protective protocols.
  12. Engagement with professional consultants and transitions.
  13. Dispute resolution mechanisms.
  14. Amendments and termination clauses.
  15. Buyout provisions for departing shareholders.
  16. Revaluation of share on changes & valuation of the business

Our perspective is that a shareholders’ agreement is a cornerstone for any limited company. A well-crafted agreement brings reassurance to all parties involved. Should you require assistance, particularly in cases of multiple shareholders, the inception of a new company, share transfers, retirement, or loans from shareholders, we’re at your service. We’re adept at valuing shares and transforming shareholders’ aspirations into a comprehensive agreement, in collaboration with local legal experts.

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Managing health and safety of your employees

Supervising Substance Abuse and Alcohol Misuse in the Workplace

Employers carry the duty of safeguarding employees’ well-being. Identifying signs of drug and alcohol misuse is pivotal in managing workplace safety risks. The HSE website provides comprehensive guidance on handling drug and alcohol issues at work. This encompasses crafting policies and backing employees through these challenges.

Preparing for Warmer Work Environment

Given this year’s record-breaking temperatures and with more heatwaves projected, the Health and Safety Executive (HSE) advises businesses to anticipate adapting to hotter working conditions.

HSE encourages employers to integrate extreme heat considerations into long-term planning, reflecting the changing climate. As climate change unfolds, businesses must factor in the implications of more frequent hot weather. While there’s no specific maximum workplace temperature, workers are entitled to an environment where health and safety risks are effectively managed.

Heat qualifies as a hazard, invoking the same legal obligations as other hazards. The Workplace (Health, Safety, and Welfare) Regulations necessitate the provision of a reasonably comfortable temperature.

Safeguarding Young Workers

Employers have an added responsibility to ensure young workers’ safety. If you employ individuals under 18—be it regular workers, those on work experience, or apprentices—you must prioritize their safety and well-being, as with other employees. Given their relative inexperience, young workers are at higher risk of injury during their initial six months on the job.

This vulnerability stems from factors like limited awareness of risks and the inclination to please colleagues. Young workers need clear instructions, comprehensive training, and diligent supervision to understand and uphold health and safety protocols. Since work experience often marks their introduction to the professional world, it’s crucial to prepare well-structured and secure placements.

If your workplace has safety representatives, they play a pivotal role in introducing young workers to the environment, assisting with ongoing training, and relaying specific concerns to employers.

Understanding Working Capital Finance

A possible rewrite of the text is:

Working capital finance solutions help businesses improve their cash flow by accessing funds tied up in their assets. The field of commercial finance and asset-based lending (ABL) is diverse and nuanced, with different products, terms and contracts depending on the lender.

Some of the advantages of working capital finance are:

– Businesses can receive up to 90% of their outstanding invoice value within a day;

– Lending is flexible and grows with the business (both in the UK and abroad);

– Lenders can offer a discreet service that does not disclose the facility to the customers;

– Businesses can control their funding at all times;

– Finance tailored to specific sectors is often available;

– Structured ABL can support management buy-outs/management buy-ins; and

– Trade Finance & Supply Chain Finance Solutions can facilitate international trade.

Experts in this area can provide guidance on:

– Invoice Finance – a way of accessing a percentage (up to 90%) of the invoice value by ‘selling’ them to the lender as soon as the products and services are sold. This option can be customized to specific sectors or selected invoices only. 

– Structured ABL – a way of maximising the funding by leveraging the combined value of the assets in the business, such as Debtors, Inventory, Plant & Machinery and Property. Additional forms of funding can be added to this, such as top up loans to boost growth.

– Trade Finance – a way of financing the purchase of goods from overseas when the suppliers do not offer credit terms.

Usually, businesses need to provide updated management accounts, current lists of debtors and creditors, and updated projections before an expert can evaluate their application.

Start date for major overhaul of Plymouth flood defence barrier

A major overhaul of Plymouth’s lock gates is scheduled to begin in September 2023, as part of a £3m project to ensure the city’s resilience against flooding and safeguard its maritime heritage. The lock gates are vital for the protection of hundreds of homes and businesses in the Sutton Harbour and Barbican area, as well as for the access to the marina and fish quays. The Environment Agency, with funding from the UK Government, is overseeing the project, which will involve replacing the worn lock gate sills and performing other essential maintenance tasks. The work will be delivered by Kier, one of the UK’s leading construction and infrastructure services specialists.

Transforming farming with innovation:

The Farming Innovation Programme, a Defra initiative, has launched two new funding opportunities for the agricultural sector, totalling over £14 million. The aim is to foster innovation and develop solutions that can enhance the productivity and sustainability of farming, while also contributing to net zero goals. The funding is part of the government’s pledge to invest £600 million in the sector over three years, supporting the adoption of innovative practices on farms.

The funding competitions are open to collaborations between farmers, growers, foresters, researchers and businesses involved in agriculture. They can propose and test novel ideas and solutions for various challenges and opportunities in the sector. Some of the projects that have received funding in previous rounds include automated systems to increase soft fruit yield, battery-powered robots to harvest asparagus, and ultraviolet disinfection for dairy and poultry farms.

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