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The Professional Shareholder Representative




Role of the Shareholder Representative
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For one flat fee that generally has no material impact on any shareholder’s payout from the merger, SRS provides:

  • Professional post-closing management allowing all shareholders to avoid the administrative burdens and risks of being the shareholder representative
  • Independent advocate for all shareholder interests
  • Dedicated expertise for handling claims, disputes and litigation
  • Shareholder retention of control over decision making process on major issues
  • Sophisticated claims management and escrow monitoring systems
  • Managed shareholder communications with a dedicated email address, toll-free phone number and secure online access

Pre-Closing Activities

Our goal is to make hiring SRS as simple as possible. We generally review the merger agreement, the escrow agreement, and any other agreements to which SRS is a party, but our comments tend to be limited. We are well aware that we do not want to be a third party at the negotiating table that slows down the closing process. SRS works with the company and outside counsel to craft the right scope of responsibilities and authority for us on any particular deal. Because we see a lot of deals, SRS can also provide valuable feedback and market data if requested by the company or outside counsel.

Shareholder Communications

Shortly after closing, SRS sends an introductory letter to all shareholders informing them of our role as shareholder representative. We provide shareholders with a dedicated toll-free number and email address to contact us. Shareholders are also invited to register for online access through a secure website and to receive email communications from us. Periodic statements can be delivered to those shareholders who register.

Accounting

SRS manages the shareholders’ relationship with the escrow bank. We validate all payments to ensure compliance with the terms of the merger and escrow agreements, upload statements received from escrow banks and perform account reconcilements. Our systems automatically perform allocation accounting so each shareholder can know its current escrow balances.

Dispute Resolution

If the buyer makes a claim for damages, SRS is the primary point of contact. We review each claim and consult with the appropriate parties as dictated by the terms of the merger agreement and our engagement agreement. We then manage the entire dispute resolution process, whether it be through negotiation, mediation, arbitration or litigation. Throughout this process, we communicate with the major shareholders and grant them significant control over material decisions and strategies.

Return of Escrow

Upon the expiration of the escrow period, SRS takes all actions necessary to ensure the timely release of the balance of escrow accounts to the shareholders.

Administration

SRS handles all administrative tasks that may arise through the escrow period, which on many transactions can be the most burdensome and time consuming of the representative’s responsibilities. This includes tasks such as helping smaller shareholders fill out letters of transmittal, updating changes of address, and answering general questions about the transaction, timing of payment, and calculations of merger consideration.

Multi-Deal Support

If you’re a professional investor involved in multiple M&A deals, let SRS be your Escrow Central. Our email reports and secure website allow you to view your data your way – by individual deal or across deals, by fund or across funds.

Not Just for Future Deals — We Can Help With Deals That Have Already Closed

If you are currently acting as a shareholders’ representative and would like to pass along that responsibility to SRS, we can replace you regardless of the time remaining in the escrow period.