In some cases, depending on the facts, we may recommend the use of hold-over options. A Hold over Election defers a charge on capital gains tax that may arise in connection with the share exchange action until the shares are transferred and the proceeds received. (c) The shareholder entitled to the discharge of the entrepreneur is a director, officer or employee of the enterprise or of one or more enterprises in the group. Helen is a partner and leads the corporate team and advises start-ups, SMEs, partnerships, entrepreneurs, investors and shareholders. Dual qualification in Great Britain and the United States and a qualified lawyer since 1998 could not ask for more experience. d) The shareholders of the existing company acquire the same percentage and class of shares in the new company at the end of the exchange. You must obtain shareholder approval for a transaction that includes either a share to be exchanged or a scheme of arrangement. The articles of association or shareholders` agreement may include veto rights to be included in the planning process. We summarize all compliance issues, including board approval and shareholder decisions. None of the announcements, information or materials contained in this area of the Website constitute an offer to sell securities in the United States and the securities that should be issued in connection with the Transaction have not been and are not registered in accordance with the U.S. Securities Act of 1933, as amended.D.C. or under the securities law of a state, district or other jurisdiction in the United States, including the District of Columbia.