Issues for International Trustees holding private trading companies
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1 Issues for International Trustees holding private trading companies Jonathan Conder 12 th April, 2008 macfarlanes.com
2 Issues Introduction On take-on and ongoing On retention across generations On disposal On a family dispute
3 On take-on What does company do/role of settlor? What stake will trustee hold? Valuation Constitutional documents/shareholders agreement Drafting of trust deed/letter of wishes
4 On take-on Duty to diversify Protection for trustees anti-bartlett to settlor-control Role of Protector Specified Securities Clause Extra trust administration powers Residence of company/other tax issues
5 Ongoing Board representation Board meetings Information flow Dividend flow Disposals of subsidiaries cash extraction/reinvestment
6 On retention across generations Professional Management v family involvement Using sub-trusts; separate trusts Family constitution v family shareholders agreement Participating children and non-participating children Exit mechanism
7 On disposal Early involvement Pre-sale planning Trustee powers to sell; to give warranties and indemnities Title warranties Commercial and tax warranties and indemnities
8 On disposal Limitation of liability to trust assets Escrow accounts Restrictions on investment Restrictions on distributions
9 On a family dispute Case Study A Acting for uninvolved brother Same trustee of two trusts for each brother Conflicts Allegations of misappropriation of funds/deals against active brother No power to remove No appetite to resort to court Result past left unchallenged; but better management in future
10 On a family dispute Case Study B Acting for trustee Single trust holding shares in Holdco; board representation comprising 4 siblings Allegations of misappropriation of funds/deals by CEO (husband of a sibling) Board in deadlock; trustee not represented
11 On a family dispute Trustee persuaded to get involved Secured information flow and board appointment New governance procedures Threat of trustee initiated litigation application for directions Distribution of some assets; retention of others Result - siblings now working together as regards retained assets
12 Issues for International Trustees holding private trading companies Jonathan Conder 12 th April 2018 This presentation is intended to provide general information. It is not intended to be comprehensive nor to provide any specific legal advice and should not be acted or relied upon as doing so. Professional advice appropriate to the specific situation should always be obtained. This presentation is given on behalf of Macfarlanes LLP. Macfarlanes LLP is a limited liability partnership registered in England with number OC Its registered office and principal place of business are at 20 Cursitor Street, London EC4A 1LT. The firm is not authorised under the Financial Services and Markets Act 2000, but it is able in certain circumstances to offer a limited range of investment services to clients because it is authorised and regulated by the Solicitors Regulation Authority. It can provide these investment services if they are an incidental part of the professional services it has been engaged to provide. Macfarlanes LLP 2017
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