Connect with us

Feature/OPED

Balancing Business Success and Family Succession: Navigating ‘Deemed Offer’ Provisions in Startup Shareholder Agreements

Published

on

Thando Balancing Business Success and Family Succession

By Thando Sibanda

It’s all too easy to think of startup founders as young, vigorous and touched with immortality. But the sector is full of stories of founders dying before their time. Such deaths are always tragic but can be even more so when there isn’t a clear plan in place. Without that plan, conflicts can quickly arise between the family of the deceased, investors, business partners, and other interested parties.

Often, the source of this conflict is the founder being subject to a “deemed offer” or “deemed sale” clause. This clause leads to an automatic forced sale of the deceased’s shares. When a deemed offer is in place, the deceased’s family can lose access to that person’s stake in the business, even if it’s earmarked for them in the will.

Knowing that how can founders safeguard the interests of their businesses and investors while protecting their family legacy? The answer relies on mastering the detail and being diligent in execution.

Understanding deemed offers 

A deemed offer provision stipulates that under specific predefined circumstances — generally described as ‘trigger events’ — a shareholder is ‘deemed’ to have offered their shares to the company and/or the remaining shareholders for purchase. In agreements where a deemed offer focuses on a sale to the company and the company fully or partially turns down the offer, the remaining shares are then offered to the other shareholders proportionate to their existing shareholding.

When such a clause is triggered, the venture’s other shareholders are generally given first option on the shares at a  pro rata rate in relation to their existing shareholding. In the absence of an agreed-upon price for the shares, the shares would generally be offered at their fair market value.

The offer will then need to be accepted for it to be binding on the other shareholders. If the offer is not accepted, the deemed offer would fall away, meaning that the affected shareholder (or their legacies) would have full title to the shares.

Most shareholder agreements would generally contain a list of events concerning shareholders that would trigger a deemed offer. These events generally include, but are not limited to:

  • Death

  • Shareholder disability or incapacity

  • Insolvency

  • Sequestration in the case of natural persons

  • Liquidations/business rescue/administration in the case of juristic shareholders

  • Criminal convictions, etc.

For the purposes of this article, we’ll focus on death.

From the perspective of co-founders, shareholders, and external investors, deemed offer provisions play a vital role in maintaining an efficient capital structure. This framework ensures that, among other things, significant ownership stakes are held by active contributors who play a pivotal role in the company’s ongoing growth, as opposed to passive stakeholders. By doing so, these provisions prevent the dilution of ownership concentration and safeguard the overall ownership stake of existing shareholders.

In the case of a shareholder’s death, the estate’s executor, often unfamiliar with the business, can disrupt operations and risk business continuity, especially when the deceased held a significant stake in this business. Executors generally prioritise the liquidation of a deceased estate, potentially leading to the sale of the deceased shareholder’s shares (typically to the highest bidder) to external buyers. A more favourable outcome for surviving shareholders and/or the company is having the first option on whether they wish to purchase the deceased’s shareholding or not.

Navigating the crossroads of business and personal estate legacies

While a forced sale of a deceased founder’s shares may intend to secure business interests through a seamless transfer of ownership to surviving key stakeholders, the business’s interests don’t always align with those of the deceased founder’s personal legacy.

However well-intentioned, a forced sale triggered by a founder’s passing can harm the value of the founder’s personal estate. As such, it becomes crucial for founders to equip themselves with robust financial planning knowledge, striking a balance between business pursuits and the preservation of their personal estates.

Maintaining family interests during business succession requires skillfully balancing ongoing business operations and protecting the founder’s estate. It is, therefore, of paramount importance that the terms of shareholder agreements are crafted in a manner that protects both the founder’s interests and the company’s path forward.

To achieve this balance, active and intentional discussions between founders, other stakeholders, and investors must be had.

Negotiating deemed offer provisions: practical considerations

Within these negotiations, there are a number of options that founders can explore when it comes to keeping a deemed offer clause in place while doing right by their families.

One option is to explore partial deemed offers. Here, founders can negotiate for only a portion of their shares to be available for sale when a deemed offer occurs following their death. This measured approach ensures that the founder’s estate retains a stake in the business, allowing it to share in the venture’s future prosperity.

The portion of shares subject to a forced sale can then be negotiated with the remaining stakeholders. From an investor or existing shareholder’s perspective, the real risk in agreeing to such a compromise could be if, post-sale, the deceased estate continues to hold a significant portion of the venture’s shares, complicating voting etc. If a deceased estate holds just a passive or non-controlling interest in the business, it shouldn’t be that much of a concern.

Another option is to explore non-discounted deemed offers. It is quite common in deemed offer clauses for  the remaining shareholders and the company has the first option to purchase the deceased’s shares first at a certain discount. While this can feel cold, it may be a necessary incentive for them to take advantage of the offer, simultaneously increasing their ownership and offering liquidity to the departing deceased shareholder’s estate. This approach streamlines the sale process and mitigates the need to involve new third-party buyers.

The discount generally varies from one transaction to another, depending on the influence held by the requesting shareholder (usually an investor and/or majority shareholder) and the bargaining power of other shareholders. While there is no guarantee that an investor would agree to a zero discount on a forced sale, a founding shareholder may attempt to negotiate for one or in the worst case, a reduced discount.

Needless to say, negotiating these options requires a sound understanding of the law and/or corporate transactions in general. As such, it is always recommended that founders seek the help of legal counsel to offer guidance tailored to individual circumstances.

Exploring alternative approaches

From a personal estate planning perspective, there could be other ways in which a founder can plan their affairs such that in the event of their death, there is business continuity and that the surviving shareholders are not prejudiced.

While the below does not constitute legal nor financial advice, here are some possible thoughts that could be unpacked with the help of a qualified finance or legal professional:

Buy-sell agreements

In this type of agreement, co-shareholders can take a life insurance policy to cover the lives of each other. In the unfortunate event of a co-shareholder’s passing, the life insurance pay-out can then facilitate the purchase of the deceased shareholder’s interest by the surviving co-shareholder.

Keyman insurance

Companies can opt for life insurance policies on key shareholders’ lives. In the event of an insured shareholder’s death, the insurance proceeds (generally payable to the company) can then fund the company’s repurchase of the shares held by the deceased shareholder.

The protective shield these products offer, by ensuring seamless transitions and business continuity, aligns well with the heightened responsibilities and higher stakes of more advanced startup phases. Therefore, while the cost factor might be a challenge initially, as startups grow and their financial capacity strengthens, these insurance products become strategic tools that warrant some consideration.

It pays to plan ahead

In the world of startups and visionary founders, balancing business success with family legacies requires careful planning. Deemed offer provisions in shareholder agreements play a vital role in this process. By negotiating thoughtfully and seeking expert advice, founders can chart a path that preserves both their business and personal legacies.

Thando Sibanda is the Deputy Head of Legal at Founders Factory Africa

Advertisement
Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Feature/OPED

Why the Future of PR Depends on Healthier Client–Agency Partnerships

Published

on

Moliehi Molekoa Future of PR

By Moliehi Molekoa

The start of a new year often brings optimism, new strategies, and renewed ambition. However, for the public relations and reputation management industry, the past year ended not only with optimism but also with hard-earned clarity.

2025 was more than a challenging year. It was a reckoning and a stress test for operating models, procurement practices, and, most importantly, the foundation of client–agency partnerships. For the C-suite, this is not solely an agency issue.

The year revealed a more fundamental challenge: a partnership problem that, if left unaddressed, can easily erode the very reputations, trust, and resilience agencies are hired to protect. What has emerged is not disillusionment, but the need for a clearer understanding of where established ways of working no longer reflect the reality they are meant to support.

The uncomfortable truth we keep avoiding

Public relations agencies are businesses, not cost centres or expandable resources. They are not informal extensions of internal teams, lacking the protection, stability, or benefits those teams receive. They are businesses.

Yet, across markets, agencies are often expected to operate under conditions that would raise immediate concerns in any boardroom:

  • Unclear and constantly shifting scope

  • Short-term contracts paired with long-term expectations

  • Sixty-, ninety-, even 120-day payment terms

  • Procurement-led pricing pressure divorced from delivery realities

  • Pitch processes that consume months of senior talent time, often with no feedback, timelines, or accountability

If these conditions would concern you within your own organisation, they should also concern you regarding the partner responsible for your reputation.

Growth on paper, pressure in practice

On the surface, the industry appears healthy. Global market valuations continue to rise. Demand for reputation management, stakeholder engagement, crisis preparedness, and strategic counsel has never been higher.

However, beneath this top-line growth lies the uncomfortable reality: fewer than half of agencies expect meaningful profit growth, even as workloads increase and expectations rise.

This disconnect is significant. It indicates an industry being asked to deliver more across additional platforms, at greater speed, with deeper insight, and with higher risk exposure, all while absorbing increased commercial uncertainty.

For African agencies in particular, this pressure is intensified by factors such as volatile currencies, rising talent costs, fragile data infrastructure, and procurement models adopted from economies with fundamentally different conditions. This is not a complaint. It is reality.

This pressure is not one-sided. Many clients face constraints ranging from procurement mandates and short-term cost controls to internal capacity gaps, which increasingly shift responsibility outward. But pressure transfer is not the same as partnership, and left unmanaged, it creates long-term risk for both parties.

The pitching problem no one wants to own

Agencies are not anti-competition. Pitches sharpen thinking and drive excellence. What agencies increasingly challenge is how pitching is done.

Across markets, agencies participate in dozens of pitches each year, with success rates well below 20%. Senior leaders frequently invest unpaid hours, often with limited information, tight timelines, and evaluation criteria that prioritise cost over value.

And then, too often, dead silence, no feedback, no communication about delays, and a lack of decency in providing detailed feedback on the decision drivers.

In any other supplier relationship, this would not meet basic governance standards. In a profession built on intellectual capital, it suggests that expertise is undervalued.

This is also where independent pitch consultants become increasingly important and valuable if clients choose this route to help facilitate their pitch process. Their role in the process is not to advocate for agencies but to act as neutral custodians of fairness, realism, and governance. When used well, they help clients align ambition with timelines, scope, and budget, and ensure transparency and feedback that ultimately lead to better decision-making.

“More for less” is not a strategy

A particularly damaging expectation is the belief that agencies can sustainably deliver enterprise-level outcomes on limited budgets, often while dedicating nearly full-time senior resources. This is not efficiency. It is misalignment.

No executive would expect a business unit to thrive while under-resourced, overexposed, and cash-constrained. Yet agencies are often required to operate under these conditions while remaining accountable for outcomes that affect market confidence, stakeholder trust, and brand equity.

Here is a friendly reminder: reputation management is not a commodity. It is risk management.

It is value creation. It also requires investment that matches its significance.

A necessary reset

As leadership teams plan for growth, resilience, and relevance, there is both an opportunity and a responsibility to reset how agency partnerships are structured.

That reset looks like:

  • Contracts that balance flexibility and sustainability

  • Payment terms that reflect mutual dependency

  • Pitch processes that respect time, talent, and transparency for all parties

  • Scopes that align ambition with available budgets

  • Relationships based on professional parity rather than power imbalance

This reset also requires discipline on the agency side – clearer articulation of value, sharper scoping, and greater transparency about how senior expertise is deployed. Partnership is not protectionism; it is mutual accountability.

The Leadership Question That Matters

The question for the C-suite is quite simple:

If your agency mirrored your internal standards of governance, fairness, and accountability, would you still be comfortable with how the relationship is structured?

If the answer is no, then change is not only necessary but also strategic. Because strong brands are built on strong partnerships. Strong partnerships endure only when both sides are recognised, respected, and resourced as businesses in their own right.

The agencies that succeed and the brands that truly thrive will be those that recognise this early and act deliberately.

Moliehi Molekoa is the Managing Director of Magna Carta Reputation Management Consultants and PRISA Board Member

Continue Reading

Feature/OPED

Directing the Dual Workforce in the Age of AI Agents

Published

on

Linda Saunders Trusted AI

By Linda Saunders

We will be the last generation to work with all-human workforces. This is not a provocative soundbite but a statement of fact, one that signals a fundamental shift in how organisations operate and what leadership now demands. The challenge facing today’s leaders is not simply adopting new technology but architecting an entirely new operating model where humans and autonomous AI agents work in concert.

According to Salesforce 2025 CEO research, 99% of CEOs say they are prepared to integrate digital labor into their business, yet only 51% feel fully prepared to do so. This gap between awareness and readiness reveals the central tension of this moment: we recognise the transformation ahead but lack established frameworks for navigating it. The question is no longer whether AI agents will reshape work, but whether leaders can develop the new capabilities required to direct this dual workforce effectively.

The scale of change is already visible in the data. According to the latest CIO trends, AI implementation has surged 282% year over year, jumping from 11% to 42% of organisations deploying AI at scale. Meanwhile, the IDC estimates that digital labour will generate a global economic impact of $13 trillion by 2030, with their research suggesting that agentic AI tools could enhance productivity by taking on the equivalent of almost 23% of a full-time employee’s weekly workload.

With the majority of CEOs acknowledging that digital labor will transform their company structure entirely, and that implementing agents is critical for competing in today’s economic climate, the reality is that transformation is not coming, it’s already here, and it requires a fundamental change to the way we approach leadership.

The Director of the Dual Workforce

Traditional management models, built on hierarchies of human workers executing tasks under supervision, were designed for a different era. What is needed now might be called the Director of the dual workforce, a leader whose mandate is not to execute every task but to architect and oversee effective collaboration between human teams and autonomous digital labor. This role is governed by five core principles that define how AI agents should be structured, deployed and optimised within organisations.

Structure forms the foundation. Just as organisational charts define human roles and reporting lines, leaders must design clear frameworks for AI agents, defining their scope, establishing mandates and setting boundaries for their operation. This is particularly challenging given that the average enterprise uses 897 applications, only 29% of which are connected. Leaders must create coherent structures within fragmented technology landscapes as a strong data foundation is the most critical factor for successful AI implementation. Without proper structure, agents risk operating in silos or creating new inefficiencies rather than resolving existing ones.

Oversight translates structure into accountability. Leaders must establish clear performance metrics and conduct regular reviews of their digital workforce, applying the same rigour they bring to managing human teams. This becomes essential as organisations scale beyond pilot projects and we’ve seen a significant increase in companies moving from pilot to production, indicating that the shift from experimentation to operational deployment is accelerating. It’s also clear that structured approaches to agent deployment can deliver return on investment substantially faster than do-it-yourself methods whilst reducing costs, but only when proper oversight mechanisms are in place.

To ensure agents learn from trusted data and behave as intended before deployment, training and testing is required. Leaders bear responsibility for curating the knowledge base agents access and rigorously testing their behaviour before release. This addresses a critical challenge: leaders believe their most valuable insights are trapped in roughly 19% of company data that remains siloed. The quality of training directly impacts performance and properly trained agents can achieve 75% higher accuracy than those deployed without rigorous preparation.

Additionally, strategy determines where and how to deploy agent resources for competitive advantage. This requires identifying high-value, repetitive or complex processes where AI augmentation drives meaningful impact. Early adoption patterns reveal clear trends: according to the Salesforce Agentic Enterprise Index tracking the first half of 2025, organisations saw a 119% increase in agents created, with top use cases spanning sales, service and internal business operations. The same research shows employees are engaging with AI agents 65% more frequently, and conversations are running 35% longer, suggesting that strategic deployment is finding genuine utility rather than novelty value.

The critical role of observability

The fifth principle, to observe and track, has emerged as perhaps the most critical enabler for scaling AI deployments safely. This requires real-time visibility into agent behaviour and performance, creating transparency that builds trust and enables rapid optimisation.

Given the surge in AI implementation, leaders need unified views of their AI operations to scale securely. Success hinges on seamless integration into core systems rather than isolated projects, and agentic AI demands new skills, with the top three in demand being leadership, storytelling and change management. The ability to observe and track agent performance is what makes this integration possible, allowing leaders to identify issues quickly, demonstrate accountability and make informed decisions about scaling.

The shift towards dual workforce management is already reshaping executive priorities and relationships. CIOs now partner more closely with CEOs than any other C-suite peer, reflecting their changing and central role in technology-driven strategy. Meanwhile, recent CHRO research found that 80% of Chief Human Resources Officers believe that within five years, most workforces will combine humans and AI agents, with expected productivity gains of 30% and labour cost reductions of 19%. The financial perspective has also clearly shifted dramatically, with CFOs moving away from cautious experimentation toward actively integrating AI agents into how they assess value, measure return on investment, and define broader business outcomes.

Leading the transition

The current generation of leaders are the crucial architects who must design and lead this transition. The role of director of the dual workforce is not aspirational but necessary, grounded in principles that govern effective agent deployment. Success requires moving beyond viewing AI as a technical initiative to understanding it as an organisational transformation that touches every aspect of operations, from workflow design to performance management to strategic planning.

This transformation also demands new capabilities from leaders themselves. The skills that defined effective management in all-human workforces remain important but are no longer sufficient. Leaders must develop fluency in understanding agent capabilities and limitations, learn to design workflows that optimally divide labor between humans and machines, and cultivate the ability to measure and optimise performance across both types of workers. They must also navigate the human dimensions of this transition, helping employees understand how their roles evolve, ensuring that the benefits of productivity gains are distributed fairly, and maintaining organisational cultures that value human judgement and creativity even as routine tasks migrate to digital labor.

The responsibility to direct what comes next, to architect systems where human creativity, judgement and relationship-building combine with the scalability, consistency and analytical power of AI agents, rests with today’s leaders. The organisations that thrive will be those whose directors embrace this mandate, developing the structures, oversight mechanisms, training protocols, strategic frameworks and observability systems that allow dual workforces to deliver on their considerable promise.

Continue Reading

Feature/OPED

Energy Transition: Will Nigeria Go Green Only To Go Broke?

Published

on

energy transition plan

By Isah Kamisu Madachi

Nigeria has been preparing for a sustainable future beyond oil for years. At COP26 in the UK, the country announced its commitment to carbon neutrality by 2060. Shortly after the event, the Energy Transition Plan (ETP) was unveiled, the Climate Change Act 2021 was passed and signed into law, and an Energy Transition Office was created for the implementations. These were impressive efforts, and they truly speak highly of the seriousness of the federal government. However, beyond climate change stress, there’s an angle to look at this issue, because in practice, an important question in this conversation that needs to be answered is: how exactly will Nigeria’s economy be when oil finally stops paying the bills?

For decades, oil has been the backbone of public finance in Nigeria. It funds budgets, stabilises foreign exchange, supports states through monthly FAAC allocations, and quietly props up the naira. Even when production falls or prices fluctuate, the optimism has always been that oil will somehow carry Nigeria through the storms. It is even boldly acknowledged in the available policy document of the energy transition plan that global fossil fuel demand will decline. But it does not fully confront what that decline means for a country of roughly 230 million people whose economy is still largely structured around oil dollars.

Energy transition is often discussed from the angle of the emissions issue alone. However, for Nigeria, it is first an economic survival issue. Evidence already confirms that oil now contributes less to GDP than it used to, but it remains central to government revenue and foreign exchange earnings. When oil revenues drop, the effects are felt in budget shortfalls, rising debt, currency pressure, and inflation. Nigerians experienced this reality during periods of oil price crashes, from 2014 to the pandemic shock.

The Energy Transition Plan promises to lift 100 million Nigerians out of poverty, expand energy access, preserve jobs, and lead a fair transition in Africa. These are necessary goals for a future beyond fossil fuels. But this bold ambition alone does not replace revenue. If oil earnings shrink faster than alternative sources grow, the transition risks deepening fiscal stress rather than easing it. Without a clear post-oil revenue strategy tied directly to the transition, Nigeria may end up cleaner with the net-zero goals achieved, but poorer.

Jobs need to be considered, too. The plan recognises that employment in the oil sector will decline over time. What should be taken into consideration is where large-scale employment will come from. Renewable energy, of course, creates jobs, but not automatically, and not at the scale oil-related value chains once supported, unless deliberately designed to do so. Solar panels assembled abroad and imported into Nigeria will hardly replace lost oil jobs. Local manufacturing, large-scale skills development, and industrial policy are what make the difference, yet these remain weak links in Nigeria’s transition conversation.

The same problem is glaringly present in public finance. States that depend heavily on oil-derived allocations are already struggling to pay salaries, though with improvement after fuel subsidy removal. A future with less oil revenue will only worsen this unless states are supported to proactively build formidably productive local economies. Energy transition, if disconnected from economic diversification, could unintentionally widen inequality between regions and states and also exacerbate dependence on internal and external borrowing.

There is also the foreign exchange question. Oil export is still Nigeria’s main source of dollars. As global demand shifts and revenues decline, pressure on the naira will likely intensify unless non-oil exports rise in a dramatically meaningful way. However, Nigeria’s non-oil export base remains very narrow. Agriculture, solid minerals, manufacturing, and services are often mentioned, but rarely aligned with the Energy Transition Plan in a concrete and measurable way.

The core issue here is not about Nigeria wanting to transition, but that it wants to transition without rethinking how the economy earns, spends, and survives. Clean energy will not automatically fix public finance, stabilise the currency, or replace lost oil income and jobs. Those outcomes require deliberate and strategic economic choices that go beyond power generation and meeting emissions targets. Otherwise, the country will be walking into a future where oil is no longer dependable, yet nothing else has been built strongly enough to pay the bills as oil did.

Isah Kamisu Madachi is a policy analyst and development practitioner. He writes from Abuja and can be reached via [email protected]

Continue Reading

Trending