JamCrackers Shareholders’ Agreement
The Situation
Richard Latimer founded JamCrackers in 2011 and has built it into one of the go-to IT support firms for growing businesses across Bedfordshire and beyond. After more than a decade of running the company solo, he wanted to formalise the ownership structure, with two family members joining as shareholders alongside a long-serving member of the team being brought in as a shareholder and director.
Richard had originally lined up someone else to handle the legal work. Sadly, that person became seriously ill and passed away. The project stalled at exactly the point Richard needed it moving.
He’d been following Craig Kelly on LinkedIn for a while. They’d commented on each other’s posts and discovered a shared loyalty to Tottenham along the way. When the work needed picking up, he reached out.
The Work
Richard came in with a clear commercial goal: protect everyone properly. If any shareholder wanted to sell, the others should have first refusal. If a buyer ever came in for the business, nobody should be able to block a sale the majority wanted to go through. And he wanted the kind of protective scaffolding any sensible owner puts in place to cover for incapacity, death, and departure.
Craig prepared a new shareholder's agreement alongside updated articles of association. Pre-emption rights on share transfers, with a carve-out so shares can move freely to a spouse, child or wholly owned company. Drag and tag along rights, so a majority sale can complete cleanly and minority shareholders can choose to join the deal on the same terms. Good leaver and bad leaver provisions, with shares valued by an independent accountant depending on the circumstances of departure. A clear list of decisions that need shareholder consent. Standard 24-month restrictions on competing, poaching staff or taking clients after a shareholder leaves.
Once the drafts were ready, they went out to the shareholders for review. A couple of rounds of back and forth, sensible questions answered on Craig’s usual jump-on-a-call basis, and the documents were signed. The whole thing wrapped in a couple of weeks.
Richard is already using Craig again on the next one. JamCrackers has set up a separate company for a new telecoms venture, bringing in another shareholder with the right specialism without entangling it with the existing business. Craig is drafting the shareholders' agreement for that as well.
The Outcome
The agreement is signed. Everyone is protected. And Richard knows the framework is there if it ever needs to be relied on. The relationship was working well enough that the second company’s paperwork came straight back to Craig without a second thought.
“He asked questions, got what he needed, created the agreement. We sent it out to the shareholders to review, a couple of back and forths and done. Very responsive. Always happy to jump on a call. He explained the tag along and drag along and all that sort of stuff. I had no idea beforehand that was even going to go in. It wasn’t dragging on for weeks and weeks. Couple of weeks, done.”
Richard Latimer, Director, JamCrackers Ltd
© Tend Legal Ltd. Published with Richard Latimer's permission.
“Very responsive. [Craig was] always happy to jump on a call. He explained the tag along and drag along and all that sort of stuff. It wasn't dragging on for weeks and weeks. Couple of weeks, done.”
Meet the team
Craig is a corporate and commercial solicitor at Tend Legal, working with founders, business owners and leadership teams as they build, grow and protect their businesses.
He advises on a wide range of matters: mergers and acquisitions, shareholder agreements, company structures, governance and commercial contracts of all kinds. Craig also has a particular interest in intellectual property, and regularly advises on trademark and copyright matters. His IP work has included a matter involving a Premier League and England international footballer, and advising on a copyright assignment connected to a well-known album cover.
Down-to-earth and easy to work with, Craig places a strong emphasis on clear communication and making sure clients feel confident about the decisions they're making. He works closely with agency and commercial clients, acting as an accessible part of their wider advisory team.
Outside of work, Craig is a keen football fan and enjoys spending time with his family.
