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Can they sell our cooperative
21-05-2007, 03:59 PM
#1
I belong to a very long standing taxi cooperative which has been run as a Ltd. co. since the fifties. The company was set up with two classes of shares – A 50p shares with 10 votes attached, and B 5p shares with 1 vote attached. People who stay with the cooperative for a reasonable length of time are invited to become B shareholders on payment of a premium, which is currently £25, but which started out at £100. Because of the relatively high cost at the beginning, not everyone who was invited has actually taken up the B shares and there are currently 23 B shareholders
Management of the cooperative is carried out by a Board of 7 Directors selected from B shareholders, and on appointment their B shares are swapped for A shares with no extra premium being payable. On retirement from the Board, the shares are swapped back to B shares. Due to the voting power of the Board, the Directors control the make-up of it. The Directors are not full time, being licensed taxi proprietors, but they are paid for work carried out. Some of the Directors have only been on the Board for a couple of years, and none of them has made any investment in the company apart from the original cost of their B shares.
In addition to the shareholders, there are about another 100 cooperative members, and we all derive a benefit from it in the form of low subscriptions which are just over half of what a commercially run taxi firm would charge. In addition, capital expenditure can be covered by the modest profits of the company.
We have recently been informed by the Directors that they have been offered £500,000 for the company, that due to the purchasers intention to invest heavily the sale would be a good thing, and that all that is required is an amendment to the Articles of Association of the company. The Directors apparently already have enough votes in the bag to carry the amendment (they only needed 1 B shareholder to get 75%).
We are further told that the sale proceeds are to be split according to the nominal value of the shares held by the members of the company. This means that the current Directors stand to cream off over £376,000 of the value of the (mainly) goodwill built up by decades of work by previous and some current cooperative members. At best one might describe this as inequitable to the extreme as some long standing cooperative members will receive nothing. The only other phrase that comes to mind is legalised theft – is there nothing we can do about this?
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