Shareholders' Agreements · glossary

Reserved Matter

One of the 14 decisions in Schedule 2 that the company may take only with A Consent and B Consent, whatever the board votes. Nine apply at any size. Five apply only above a money limit, such as borrowing exceeding £1,000,000. Definition: Reserved Matter · Schedule 2 · Chapter 4

Explained in Chapter 4, Reserved Matters, of Shareholders' Agreements.

How it comes up, in Chapter 4
At the board, A&W can be outvoted. Its two directors lose three votes to two when Ferris's two directors and the managing director vote together. A reserved matter is a decision the board cannot take on its own. The company may take it only with the prior written consent of both funding shareholders, Ferris and A&W.
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As defined in the training shareholders' agreement
a matter listed in Schedule 2;
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