Key terms of the articles of association

By Daniel Rooke

The articles of association are a contract between the company and each shareholder and between the shareholders themselves. Every shareholder subscribes for shares in accordance with the rights and restrictions set out in the articles of association and therefore the articles will contain detailed provisions about, among other things, how shares are to be dealt with, what rights attach to the shares and how the directors may call and hold meetings.

It is common in life sciences investments for the founders and other (non-investor) shareholders to hold ordinary shares and for the investors to hold preferred shares that have preferential rights over the shares held by the founders and other shareholders. We have set out below typical preferential rights that the shares held by investors may have.

As life sciences companies usually always have more than one class of shares, separate class consents may be required if the rights of a class of share are being varied or abrogated…

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