It is also common for the decision to leave or not for good reasons to be made at the discretion of other shareholders. A good Leaver is generally defined as an employee and shareholder of a company who dies, becomes unable to work due to physical or mental illness, is wrongfully dismissed or dismissed. A bad leavever is generally defined as anyone who is not considered a good leavever. Our new models define good and bad graduates in similar terms. A good graduate has the option, but not the obligation to sell his shares initially. However, a bad Leaver is required to sell his shares to other shareholders when he exits. In general, the shares of good graduates are bought at a fair market value, while the shares of bad exits are bought at a discounted valuation. Different valuation methods can be used for each, one giving a lower price than the other. For example, a good Leaver could be redeemed at the price of the shares in the last round of investment, while a bad Leaver could be redeemed at the par value of the shares.
An independent public accountant may be asked to issue an opinion at fair value. Based on our long experience in advising private companies and their partners, we explain what can be achieved to prevent an aggrieved shareholder who is no longer active from retaining his shares. In the most recent case of Signia Wealth Limited against Vector Trustees Limited  EWHC 1040 (Ch), the company considered Ms Dauriac to be a bad leaver after termating her employment contract with the company and then argued that the bad exit clause, according to which she should be compensated for her shares at a rate significantly reduced to its nominal value, it is a penalty clause. The court reviewed the relevant tests and found that the bad graduate provision was neither exorbitant nor ruthless, despite a substantial reduction in the payment of Ms. Dauriac`s shares. Leaver`s bad disposition was therefore applicable. The result is usually a number of “good Leaver/bad leaver” dispositions that are effective carrots for desirable behavior and stick for undesirable behaviors. The “Good Leaver” provisions encourage managers to stay in the company, while the Bad Leaver provisions are intended to deter important executives from leaving the company and/or to protect shareholder value from non-performers. Bad Leaver clauses can also be included in employment contracts, for example when stock option rights are lost or can be diluted when the worker succumbs to a serious breach of contract. Caution should be exercised in the wording of such clauses, given that English law generally does not strongly support the use of penalty clauses in contracts and that such a clause should at least be proportionate to the harm suffered by the employer. Shareholders separated from the day-to-day work of a company entail an administrative burden. These shareholders must be involved in each shareholders` meeting.
Depending on the percentage of shares held, these shareholders could block any vote that requires a 75% agreement, i.e. a special decision. Former shareholders can paralyze the company`s decision-making process. They could even block a business sale. Leaver`s bad provisions can be in a shareholders` agreement, the company`s articles of association or the employment contracts of senior executives or a combination of all 3. . . .