Kenny同志 Posted October 17, 2015 at 11:27 AM Report Share Posted October 17, 2015 at 11:27 AM Hello folks, is there any fundamental difference between shares of the company and shares in the capital of the company? If there is, could you please explain? Thanks. Quote Link to comment Share on other sites More sharing options...
Guest realmayo Posted October 17, 2015 at 12:46 PM Report Share Posted October 17, 2015 at 12:46 PM I think they're the same. Is that how you've seen them written down, "shares of the company" and "shares in the capital of the company"? Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 17, 2015 at 12:51 PM Author Report Share Posted October 17, 2015 at 12:51 PM Thanks Mayo. 'Shares in the capital of the company' was the expression that was used in the document. I just thought it basically meant shares of the company but I was unsure, so I came here for help. Quote Link to comment Share on other sites More sharing options...
Demonic_Duck Posted October 17, 2015 at 04:58 PM Report Share Posted October 17, 2015 at 04:58 PM The usual wording is "shares in the company". I'm with realmayo, I'd assume they're the same, but actually I have no idea. Quote Link to comment Share on other sites More sharing options...
Shelley Posted October 17, 2015 at 06:00 PM Report Share Posted October 17, 2015 at 06:00 PM The capital of a company is usually the cash in the bank as it were. As a business you would have working capital, money you access to to invest in stock, machinery, property etc but not the day to day running of the business usually. So you may have shares in the cash in the bank but not the other assets of the business, but I have admit this seems weird, but I don't know enough about the more specialised side of investing. I would usually expect to "buy shares in a company." with no qualifications as to what part of the company assets. But I would double check all this as I am no expert, just a dabbler Quote Link to comment Share on other sites More sharing options...
Guest realmayo Posted October 17, 2015 at 07:55 PM Report Share Posted October 17, 2015 at 07:55 PM I think I have to disagree, in stocks/shares lingo 'capital' isn't just cash in the bank, it's basically all assets of a company: these are what shareholders have a share of. Quote Link to comment Share on other sites More sharing options...
889 Posted October 17, 2015 at 09:35 PM Report Share Posted October 17, 2015 at 09:35 PM No. 5 there is confusing "working capital" with share capital. They are different concepts. Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 18, 2015 at 02:55 AM Author Report Share Posted October 18, 2015 at 02:55 AM Thanks very much, folks. I will treat it as shares in the company. Quote Link to comment Share on other sites More sharing options...
Shelley Posted October 18, 2015 at 02:45 PM Report Share Posted October 18, 2015 at 02:45 PM Thanks for the clarification, did say i wasn't sure. Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 19, 2015 at 08:45 AM Author Report Share Posted October 19, 2015 at 08:45 AM Folks, I came across this sentence in the same document. What does that highlighted text mean? I am not sure if it is natural English but apparently, it is not everyday English. Your help is greatly appreciated. Thanks in advance. Edit: For confidential reasons, the picture has been removed. Quote Link to comment Share on other sites More sharing options...
889 Posted October 19, 2015 at 08:56 AM Report Share Posted October 19, 2015 at 08:56 AM Clause 14.8 presumably provides a method for calculating the Shareholder Interest, if the parties cannot agree. The highlighted text says the calculation will be made as of the exercise date; it's a value that changes over time. 1 Quote Link to comment Share on other sites More sharing options...
roddy Posted October 19, 2015 at 08:58 AM Report Share Posted October 19, 2015 at 08:58 AM I think maybe the problem is the "less" is very far from what it modifies, which is the "Purchase Price". 1 Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 19, 2015 at 09:16 AM Author Report Share Posted October 19, 2015 at 09:16 AM Thanks 889 and Roddy. Roddy is right, 'less' is the word that confuses me and I am still quite at a loss. the "less" is very far from what it modifies, which is the "Purchase Price". But the sentence says The Purchase Price to be paid for the Defaulting Party’s Shareholder Interest will be an amount in cash equal to the value of the Defaulting Party’s Shareholder Interest agreed, ... Kenny同志愚鈍, how is 'less' supposed to modify the 'Purchase Price'? It would be best if someone could paraphrase the sentence for me. Quote Link to comment Share on other sites More sharing options...
roddy Posted October 19, 2015 at 09:30 AM Report Share Posted October 19, 2015 at 09:30 AM Could have been clearer, but I was on my mobile. The sentence doesn't stop at 'less' - it's telling you: The purchase price will be an amount calculated according to this method, using values from this date, MINUS an amount calculated in (a) .... and (b) and © if the document has them. (a) seems to explain that if a third party has lent money to the company on behalf of the defaulting party, the company will deduct that amount from the Purchase Price and use it to repay the third party. I find it hard to follow what's going on from the fragment posted. It's presumably some kind of shareholder debt arrangement, where the shareholders are contracted to provide ongoing loans, and this sets out what happens if those loans are not made? It's confusing, as that would mean not defaulting on repayment of a debt, as you'd normally use the word 'default', but defaulting on the promised making of a loan. Hope that helps, because I'm thoroughly confused now ;-) 1 Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 19, 2015 at 10:00 AM Author Report Share Posted October 19, 2015 at 10:00 AM Thanks Roddy. I think most people may need more context to figure out what it means exactly. I really wish I had an English colleague who is my wife... Quote Link to comment Share on other sites More sharing options...
gato Posted October 19, 2015 at 10:05 AM Report Share Posted October 19, 2015 at 10:05 AM If the shareholder is the sole owner of the company, then deducting the shareholder loan amount from the share price would make sense. The share purchase price on default could be calculated on some type of gross asset value, which would include cash from the loan, without netting off against debts. It would not make sense to require the lender to pay extra for the loan the company borrowed. If the defaulting shareholder doesn't own the whole company, then the share purchase price should be reduced by his pro rata share of the loan amount. 1 Quote Link to comment Share on other sites More sharing options...
Guest realmayo Posted October 19, 2015 at 02:46 PM Report Share Posted October 19, 2015 at 02:46 PM I guess it's a JV, and the text simply means that if one of the parties breaks the agreement then the other(s) can buy back that defaulting party's stake in the company, either at an amount they agree on, or failing that, the amount will be determined by clause 14.8, minus any money that the defaulting party owes the other(s). Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 21, 2015 at 02:03 PM Author Report Share Posted October 21, 2015 at 02:03 PM Thanks, Gato and Mayo. I am sorry I didn't reply to this thread earlier but I was really really busy. I have one more question, if you folks don't mind. This question is also related to the same document, a shareholders' agreement. The last page of the agreement requires a 'signature of director' from each of the parties. Is this director a 董事? Someone tells me that an ordinary 董事 usually does not has the authority to sign such agreements. Quote Link to comment Share on other sites More sharing options...
Kenny同志 Posted October 21, 2015 at 07:41 PM Author Report Share Posted October 21, 2015 at 07:41 PM This is very urgent. Could somebody help? Quote Link to comment Share on other sites More sharing options...
Guest realmayo Posted October 21, 2015 at 08:31 PM Report Share Posted October 21, 2015 at 08:31 PM I don't know what you mean by an 'ordinary' 董事 is. My dictionary translates 董事会 dǒngshìhuì as n. board of directors, so I assume a 董事 is a director who would sit on the board, if the company were big enough to have such a thing. My sense -- but I'm far from certain -- is that in the UK at least, a director would have such authority, particularly in a smaller company. Also look at it from the opposite direction: would it be realistic for someone in a company who wasn't a director to be in a position to sign key documents (no)? Quote Link to comment Share on other sites More sharing options...
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