I'm a 50% shareholder in a small limited company with my cofounder and his wife (who are both Directors who between them own 50%). For various reasons we have decided to go our separate ways and I would like to exit the company. They wish to continue. We have had an independent valuation carried out but cannot agree on a full buy out price that I agree with - therefore as a compromise we have agreed that a cash payment and myself retaining a shareholding is the best way forward. I would then resign as a Director and become just a shareholder offering me some protection should for example the company be sold in the future to a third party. At the moment it is looking like I will retain a 25% shareholding (or possibly less).
My shares are Class A shares and their's are Class B shares & we have model articles.
My question is whether if I resign as a Director following the other Directors buying half of my shares I face any risks in the future of them issuing new / more shares that could dilute my ownership. Or is there a way to restructure the shares of the company prior to the share sale taking place to avoid this risk?