Investments Law

Example of securing a business

22

If a company is in trouble and one owner holds only 35% ownership, the business can still be saved — but the solutions depend on the ownership structure, the financial situation, and the willingness of the owners to cooperate.
Below is an overview of the most common ways to save the company:

Key questions to address first
To choose the right strategy, you need to know:

  1. Why the company is in crisis (finances, operations, conflicts, market conditions).

  2. What rights the 35% owner has (board seat, veto rights, shareholder agreements).

  3. What the other owners want (reinvest, sell, downscale, etc.).

  4. The legal structure of the company (ApS, LLC, GmbH, A/S, PLC, AG, AB partnership, sole proprietorship) mm.

🔧 Possible ways to rescue the company

1. Capital injection (equity)

If the company needs liquidity:
• The owners can inject more capital.
• The 35% owner may invest more to increase their stake or maintain their influence.
• External investors can be brought in, but this dilutes existing shares.
➡️ This usually requires a majority decision among the owners.

2. Credit or loans

The company may be saved through:
• Bank loans
• Private loans from owners
• Investor loans
➡️ If the bank requires a personal guarantee, this must be discussed among the owners.

3. Renegotiating debt

If the company is struggling to meet payments:
• Negotiate payment plans or grace periods
• Initiate a restructuring process (for severe situations)
➡️ Does not always require approval from all owners, but management must act.

4. Operational turnaround plan

Often, a company is saved by changing operations:
• Cutting costs
• Layoffs or downsizing
• Adjusting the product or market focus
• Automation or process optimization
➡️ Typically requires alignment in management, but not necessarily among all shareholders.

5. A shareholders’ agreement to resolve conflicts

If the owners disagree, an agreement can establish:
• Decision-making procedures
• Buy/sell options
• Veto rights
• Guidelines for crisis situations

If the 35% owner is blocking decisions, you can:
• Renegotiate the agreement
• Buy them out
• Use drag-along/tag-along clauses

6. Selling the company (fully or partially)

If internal rescue is not possible:
• Sell the business to a larger company
• Sell certain assets or divisions
• The 35% owner may sell their stake if the others want to continue without them

7. Restructuring or bankruptcy as a last resort

If the company is insolvent:
• Voluntary restructuring
• Compulsory restructuring
• Bankruptcy (and potentially buying back assets into a new entity — a “phoenix model”)
➡️ This can effectively “save” the business operations, though not necessarily the owners.

🎯 What does it mean when an owner holds only 35%?
A 35% owner typically has:
• Significant influence, but not control
• Ability to block certain major decisions (e.g., changes to articles, depending on company law)
• No ability to implement rescue plans alone

Key questions:
👉 Does the owner have any veto or special rights?
👉 Do decisions require a simple majority, a 2/3 majority, or something else?

Explain:
• What a 35% stake means in an ApS, LLC, GmbH mm.
• What a 35% stake means in an A/S, PLC, AG, AB, mm.
• Which rescue strategy fits your exact situation.