Shareholder Agreements

When investors make significant capital investments in early-stage companies, it is normal and appropriate for the lead external investors to have both Board representation and also oversight over key business decisions.

This is especially relevant if the amount of capital is over 25% of equity or if the Investors are involved with key decisions.

I was appointed as the Investor Majority following an investment round, where I led both the valuation and capital invested.

Such investment often occurs with a different share class to be able to distinguish the rights of the Investor Majority from other shareholders.

In the example of the Cult Beauty investment, both B and C class shares were created, with both co-Investors (balance of Preference Shareholder Group) supporting myself in the creation of Investor oversight.

Following my direct experience as a Co-Founder and COO of Net-a-Porter, my role in being the representative of the Investor Majority was agreed with the Preference shareholder Group.

This led to the Investor Majority at Cult Beauty having considerable oversight of key hiring, key commercial decisions, and access to all key commercial data.

These Investor Majority rights, which were agreed in 2013 remained in place until the Sale of Cult Beauty in Aug 2021.

When it was appropriate for myself to become Chairman in 2014 (Chair 2014-2018), the utilisation of the Investor Majority rights played a key role of driving four (4) years of CAGR triple digit Sales growth for the entire business from 2014 – 2018 and ensuring that key KPIs were implemented and monitored, along with technology platform decisions, operational logistics, and hiring decisions, and appropriate remuneration was implemented.

Cult Beauty Shareholder Agreement – Investor Majority Rights Summation Document

The Investor Majority rights were key to making necessary decisions that directly led to the successful Sale process and Exit of all shareholders, at £275 million value in Aug 2021, and ensured that a majority of ALL the company directors, (comprising four Non Executive Board members, who also represented the Majority of all shareholders), were able to set up and implement appropriate Board sub-committees which were implemented in Oct 2020 to ensure that Executive Directors were properly supervised and that the Board was fully informed as to all aspects of the business.