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Hello everyone,
I hope someone can help as Im pulling my hair out with worry! This is lengthy but thought it best to give you some background!
My colleague and I have worked at the same company for 20 years, was initially tempted to the then start up as it was with a promise of big money and to sell it in a couple of years and hit the big time! Well we were young and naïve and thought that well it must be true, his a friend right!??
Anyway forward wind 15 years the company has grown to 15m and we are becoming a bigger company there is still that carrot that we would sell it one day when the market is 'right' ( Obviously still nothing in writing!) we nearly sell to a big multi national but the buyer renegotiates and instead of the original offer of 12m they offer 8m then then owner feels aggrieved that he has lost 4m and tells them no thanks. Anyway 2 of the people we take on approach the then owner to buy him out a couple of years later and does not include my colleague and I in this secret deal, needless to say it went through and failed and the company nearly went bust.
The company was then bailed out by a business friend of the old owner as his company had just been wound up due to certain irregularities but was pretty rich and had a similar business to ours and was known by us. As the old owner had not been fully paid for the deal he made a deal with him that we were never party to. The new owner seems fair and gives us and some of his old employees that joined from his old company 4% cat b shares and forms a new management structure of which we are now a part of. The 2 that tried the secret buy out were also given more shares and these are A class shares. This is back in 2005, during that period there was an offer to buy the company, which we agreed to, however as the deal was about to be done the original owner wanted to get back involved or at least receive a large payout if the transaction went forward and there was a lot of issues over a pact that had been made by these two - needless to say the deal did not happen although the old owner mysteriously got paid off due to something he had over him??!!
So it was pretty clear to the management team that if we were to ever take control of our own destiny we needed to exit this guy and do things for ourselves which we successfully did a little over 3 years ago with all 9 of the management team. (company now at 50m and profitable)
About a year after we complete this we were approached again by a very reputable company for a fantastic offer, again we went through the whole process but due some irregularities and not being confident in us hitting the financial , milestones the MD and FD pulled the deal.
Forward wind to November last year another approach and we all agree the deal and that we are all happy with the financial , milestones and the business does not have any skeletons in the cupboard - heads of terms signed due diligence about to start and then out of the blue each of the management team get a phone call from the MD saying his is not happy with the deal, does not think its right for the business and he will resign if the deal goes through (who cares) and we may not hit the financials so whilst we may get our first pay out its unlikely we will see the other 2 pay outs.
Oh and if we do not do this deal we will be restructuring the company as 9 directors is too much essentially your shares will be brought from you as he has the majority of votes for this to happen. Oh and by the way I need to let them know today (this was yesterday) And if 5 of the directors want to do this then that is what will happen. He then put the call into the buyer and said we are pulling out without having a board meeting!!
He intends to bring in a business angel and offer a percentage of the business and exit at least 4 of us (although Im sure the others will get shafted, they are just a bit too stupid/greedy to realise it yet) oh we can still keep our day jobs in sales though!!
So if you are still with me and awake!!! This cant be legal can it? Any advice would be greatly appreciated
Thanks
Roger
I hope someone can help as Im pulling my hair out with worry! This is lengthy but thought it best to give you some background!
My colleague and I have worked at the same company for 20 years, was initially tempted to the then start up as it was with a promise of big money and to sell it in a couple of years and hit the big time! Well we were young and naïve and thought that well it must be true, his a friend right!??
Anyway forward wind 15 years the company has grown to 15m and we are becoming a bigger company there is still that carrot that we would sell it one day when the market is 'right' ( Obviously still nothing in writing!) we nearly sell to a big multi national but the buyer renegotiates and instead of the original offer of 12m they offer 8m then then owner feels aggrieved that he has lost 4m and tells them no thanks. Anyway 2 of the people we take on approach the then owner to buy him out a couple of years later and does not include my colleague and I in this secret deal, needless to say it went through and failed and the company nearly went bust.
The company was then bailed out by a business friend of the old owner as his company had just been wound up due to certain irregularities but was pretty rich and had a similar business to ours and was known by us. As the old owner had not been fully paid for the deal he made a deal with him that we were never party to. The new owner seems fair and gives us and some of his old employees that joined from his old company 4% cat b shares and forms a new management structure of which we are now a part of. The 2 that tried the secret buy out were also given more shares and these are A class shares. This is back in 2005, during that period there was an offer to buy the company, which we agreed to, however as the deal was about to be done the original owner wanted to get back involved or at least receive a large payout if the transaction went forward and there was a lot of issues over a pact that had been made by these two - needless to say the deal did not happen although the old owner mysteriously got paid off due to something he had over him??!!
So it was pretty clear to the management team that if we were to ever take control of our own destiny we needed to exit this guy and do things for ourselves which we successfully did a little over 3 years ago with all 9 of the management team. (company now at 50m and profitable)
About a year after we complete this we were approached again by a very reputable company for a fantastic offer, again we went through the whole process but due some irregularities and not being confident in us hitting the financial , milestones the MD and FD pulled the deal.
Forward wind to November last year another approach and we all agree the deal and that we are all happy with the financial , milestones and the business does not have any skeletons in the cupboard - heads of terms signed due diligence about to start and then out of the blue each of the management team get a phone call from the MD saying his is not happy with the deal, does not think its right for the business and he will resign if the deal goes through (who cares) and we may not hit the financials so whilst we may get our first pay out its unlikely we will see the other 2 pay outs.
Oh and if we do not do this deal we will be restructuring the company as 9 directors is too much essentially your shares will be brought from you as he has the majority of votes for this to happen. Oh and by the way I need to let them know today (this was yesterday) And if 5 of the directors want to do this then that is what will happen. He then put the call into the buyer and said we are pulling out without having a board meeting!!
He intends to bring in a business angel and offer a percentage of the business and exit at least 4 of us (although Im sure the others will get shafted, they are just a bit too stupid/greedy to realise it yet) oh we can still keep our day jobs in sales though!!
So if you are still with me and awake!!! This cant be legal can it? Any advice would be greatly appreciated
Thanks
Roger
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