Shareholder Representatives in JVs: Legal Proxy, Accountable Executive, or Muddying Interloper?

By James Bamford | Wednesday, May 27, 2020

IN CERTAIN INSTANCES, a company will appoint an individual to serve as its “Shareholder Representative” to a joint venture. The basic premise is that the Shareholder Representative is expected to act as the company’s agent with regard to the venture – a role that is empowered but not necessarily limited to signing agreements, amendments, consents, and waivers between the company and the other shareholders and/or the joint venture entity. Although it is not common in all industries, having a designated Shareholder Representative is fairly prevalent in natural resources companies.

Fundamentally, the purpose of the Shareholder Representative is to establish organizational clarity for making legally-binding commitments between the company and other JV parties. A related purpose is to establish legal separation between the company, as a shareholder in the JV with its own interests, and the executives it has appointed to serve as Directors on the JV Board, who will have fiduciary duties to that entity.

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Shareholder Management: The Forgotten Function of Joint Venture Boards?

By James Bamford | Monday, March 28, 2016

SHAREHOLDER MANAGEMENT remains a quiet corner of corporate boardrooms. According to a McKinsey & Company study, corporate Boards spend less than 10% of their time managing investors and other stakeholders – and of the seven main focal points of a Board, shareholder management is the one where Directors are least interested in upping time spent (Exhibit 1).

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