A company constitution is often considered to be a standard template document, but the type of document which is suitable to a particular company can differ significantly and will be influenced by factors like:
- whether there is a separate shareholders’ agreement;
- whether there are different types of shareholders (including whether the company has financial investors);
- the number of shareholders (key thresholds being 10 and 50);
- whether the company is a Code Company under the Takeovers Code or listed on the stock exchange; and
- whether the company is a subsidiary.
This webinar will cover the key variables which will be influenced by these factors, including issues like:
- whether pre-emptive provisions are appropriate for share transfers and new share issuances;
- different approaches to pre-emptive provisions;
- what are ‘drag along’ and ‘tag along’ provisions, are they desirable and what are the suitable thresholds for them to apply?;
- different approaches to governance, including how the board of directors is appointed; and
- what decisions should require approval of a special majority and whether that should be at board or shareholder level.
- Improve your understanding of the factors that will influence the type of constitution that will be right for a particular company.
- Gain insights into the resulting key variables for your client.
- Enhance your knowledge of how to tailor your constitution for the specific type of client for whom you are acting.
Who should attend?
Corporate/Commercial lawyers and general practitioners.
Accountants and directors may also benefit from attending.
Andrew Lewis Law
Andrew has 20 years of partner-level experience at leading New Zealand and international firms (12 years as a corporate partner at Simpson Grierson in Auckland and three years as a corporate partner at Norton Rose Group in Dubai).
He has led transactions in all of the areas of mergers and acquisitions, investment transactions, capital raisings and funds, joint ventures and supply and distribution arrangements. In many cases these transactions cross international borders.
Igor is a senior associate in the corporate team at MinterEllisonRuddWatts, advising local and international clients on mergers and acquisitions, corporate and securities law.
He specialises in securities law, including the NZX Listing Rules and the Takeovers Code, advising on all aspects of listed and code company matters such as IPOs, capital raisings, share buybacks, employee share schemes, takeovers and schemes of arrangement.
He has recently advised Zespri Group Limited on its share offer and buy-back process, NZX listed Tourism Holdings Limited on its recent rights offer, and MediaWorks on its merger with QMS NZ.