Our client was the beneficial owner of an investment company incorporated in the UK. The company’s shares were held in the name of a nominee shareholder, who was also a director of the company, under the terms of a declaration of trust. The beneficial owners instructed us with a view to commence proceedings against the nominee shareholder when, in breach of his obligations under the deed of trust, he refused to transfer the shares to the beneficial owners upon their request.
Petra advised the clients that as beneficial owners under the declaration of trust they were entitled to sign stock transfer forms and pass resolutions. The clients were therefore, with our assistance, able to remove the nominee as director and appoint a new director, who resolved to register the stock transfer forms executed by the clients, transferring the shares to the beneficial owners without the need to commence court proceedings.
The pragmatic approach to this matter meant that the need to commence costly and time consuming court proceedings was avoided. Instead, Petra made best use of the provisions in the declaration of trust and the powers granted to shareholders of a company, under the articles of association, to achieve a speedy and cost effective resolution.