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Thread: If Andrew Jenkins bequeathed to you in his will his 37.6% of Holdings .....

  1. #1
    Join Date
    Jun 2012
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    640

    If Andrew Jenkins bequeathed to you in his will his 37.6% of Holdings .....

    ..... would you, come the day, accept those shares or refuse to accept them?

    It has been estimated that, taking everything into account, 1921 is worth minus £3 million.

    As an owner of 37.6% of Holdings (35.156% of 1921) you would be seen in law as a 'controlling person' of 1921 and thus have some very demanding responsibilities in the event of the company becoming insolvent.

    I believe that even now the existence of 1921 is 'on a shoogly peg'.
    Last edited by _Stefan_Kuntz; 04-08-2022 at 04:54 PM.

  2. #2
    Join Date
    Aug 2021
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    909
    Tbh mate, not a legal expert but think you do not take “ownership” until you have 51% of something as a majority share holder.. the fact you have 37.6% could become meaningless very quickly aka Morton House on the RAFC forum.. even then a share option could dilute the 51% so your back to square 1

  3. #3
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    This is not a matter of majority ownership of the company. It is a matter of who is deemed to be a 'controlling person'. I think you have confused 'controlling' with 'majority / ownership'. Once a person has more than 50% then all is clear.

    In serious matters as few as one shareholder who is the largest shareholder, even with less than 50%, is deemed to be a 'controlling person', or it could be that several people including the largest shareholder, in total possibly holding less than 50%, could be deemed to be 'controlling persons'. Of course the exercising of a share option could ripple through the overall ownership as could a rights issue. People could buy or sell shares, these are the normal events. At the time of a significant problem the assessment is then done.
    Last edited by _Stefan_Kuntz; 04-08-2022 at 05:25 PM.

  4. #4
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    Aug 2021
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    Hi mate,

    Large Shareholders can have a direct influence on a business through their voting rights on company decisions. Thus, they can exercise some control over the company, and the more shares they have, the more impact they will have on decisions within the company.

    37.6% is a large vote but there are still 63.3% that can F0ok them off 😀

  5. #5
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    Jun 2012
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    Quite, but it will often be the case that in a large company the owner of a large minority stake has a mate or two that will take his side and make his percentage of the vote effectively into the high 40s and to not pass that vote would take nearly every shareholder to not only vote but vote against. Otherwise the bustard would not take it to a vote.

    Let me just clarify this 'controlling person' matter from my point of view.
    Imagine a very big company. It has large shareholders :-
    Andrew owns 9% of the shares.
    Brian owns 10% of the shares.
    Carl owns 11% of the shares.
    Denis owns 12% of the shares.
    In total they hold 42% of the shares.

    The other 58% of the shares are owned by numerous thousands of people, no one person owning more than 2% of the shares.

    I think that in law if anything dodgy happened at that company it is quite likely that Andrew, Brian, Carl and Dennis would be deemed to be 'controlling persons' and would thus come under intense scrutiny / investigation. This would be in spite of the fact that in total they owned less than 50% of the company. This is not even about directors, it is solely about percentage of shares owned. (Someone who is not a director could own 25% of a company and be defined as a 'controlling person' by the influence that he had with such weight of shares.)

    In the stated case none of the holders of the 58% of the shares would be in trouble by virtue of the fact that none of them owned more than 2% of the shares, so no question of control there.

  6. #6
    Join Date
    Aug 2021
    Posts
    909
    I work for a company Mettler Toledo who is listed on the NYSE with a turnover in excess of $4.2 billion last year & a quick google of $1340 per share which is down - 0.78% from yesterday if I read that right & I wish I had some 😢..

    There will be a rule written somewhere that states a “%” of votes must be agreed before a motion is carried.. even with a 37% vote.. unless it is backed up to about 75% as a complete stab in the dark, motions would not be carried but like I say.. not an expert

  7. #7
    Join Date
    Jun 2012
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    Quite, but my point throughout this thread is not what it takes to carry a vote.

    It is when the s­hit hits the fan who and how many people are going to be seriously investigated by the ultimate 'powers that be' including the forensic accountants at HMRC and by the police.

    It does not take a majority shareholder to be a 'controlling person' although it may well be that single shareholder.

    In lots of cases the investigation will decide that 'controlling person' may be someone who owns 30% of the shares if nobody else owns more than 5% of the shares. Or it could be that if a group of 4 in total hold 45% of the shares they will be the 'controlling persons' who are investigated if nobody else owns more than 4%.

    For this purpose 'controlling' does not mean more than 50%.
    Last edited by _Stefan_Kuntz; 04-08-2022 at 08:10 PM.

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