how can i advise Robert about the proposed meeting to change the constitution of Wellbuilt Pty Ltd with particular reference to his rights in relation to the his shares?
Wellbuilt Pty Ltd is a large proprietary company running a medium sized commercial construction business in Melbourne. The company currently has 22 members. The company has a constitution based on the replaceable rules but with some extra provisions.
Robert acquired 2000 shares in his own name and 6000 shares in the names of nominees. This gives Robert 24.65% of the voting power of the company. The shares have been registered in the names of nominees because the Board did not know of the nominees. Robert is a former director and also holds preference shares issued to him when he initially joined the company board of directors. There are six current directors. The three who have been directors since the company was first set up also hold preference shares.
The Board of Wellbuilt Pty Ltd suspects that some shares may be held by nominees and now calls a general meeting to propose the following resolutions:
1.
To advise Robert about the proposed meeting to change the constitution of Wellbuilt Pty Ltd with particular reference to his rights in relation to his shares, you can consider the following steps:
1. Review the current constitution: Start by reviewing the current constitution of Wellbuilt Pty Ltd. Understand the current provisions related to shares, voting rights, and any other relevant provisions that may affect Robert's rights.
2. Assess the proposed resolutions: Examine the proposed resolutions by the Board of Wellbuilt Pty Ltd. Pay special attention to any clauses that might impact Robert's rights as a shareholder, especially those related to the registration of shares in the names of nominees.
3. Understand Robert's share ownership: Gather information about Robert's share ownership to determine how he is affected by the proposed changes. Note that Robert owns 2000 shares in his own name and 6000 shares in the names of nominees.
4. Consult legal advice: Since this is a complex legal matter, it would be prudent for Robert to seek professional legal advice. Engage with a corporate or commercial lawyer specializing in corporate governance and shareholder rights. They will be able to provide specific guidance in light of Robert's unique circumstances and the proposed resolutions.
5. Attend the general meeting: Encourage Robert to attend the general meeting where the proposed resolutions will be discussed and voted upon. It is crucial for him to be present to voice his concerns, ask questions, and exercise his rights as a shareholder.
6. Prepare for the meeting: Help Robert prepare for the meeting by organizing his thoughts and identifying specific points he wants to raise. He should refer to the current constitution and the proposed resolutions while articulating his concerns about any potential impacts on his rights as a shareholder.
7. Collaborate with other shareholders: Robert may consider reaching out to other shareholders who might also be affected by the proposed changes. By working together, they can collectively express their concerns and potentially influence the outcome of the meeting.
8. Vote and/or propose amendments: During the general meeting, Robert can exercise his voting rights to oppose the proposed resolutions or propose amendments that protect his rights. He should be aware of the required voting thresholds and any procedural rules outlined in the current constitution.
9. Maintain records: Advise Robert to keep detailed records of the meeting proceedings, any discussions, and any decisions made regarding the proposed changes to the constitution. These records may be useful for future reference or potential legal action, if necessary.
Remember, each case may have unique circumstances, and it is essential to consult with a legal professional who can provide tailored advice based on the specific details of the situation.