: Agreement change and company control We have a company with 3 shareholders (1/3 of shares each). We are now restructuring and the distribution will be 45%, 45%, 10%. I and the investor will go from 33.3% to 45% while the

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agreement change and company control
We have a company with 3 shareholders (1/3 of shares each).

We are now restructuring and the distribution will be 45%, 45%, 10%.

I and the investor will go from 33.3% to 45% while the third shareholder will go from 33.3% to 10%.

But, during that time, the investor is also requiring some changes:

XXX Ltd will continue to fund the company thanks to the shareholder loan provided by XXX Ltd which can be converted any time in shares of [the company] based on a valuation of €YY (enterprise value)
Amendment of the Article of Association (3)(b) in order to reduce the threshold for extraordinary resolutions from 90% in nominal value of the total shares to 64%

Which makes me think of two issues:

It looks that: if at any time the investor can convert the shareholder loan into shares, he would have the ability to dilute both me and the 10% shareholder below 64% and take total control.
Also, the investor's contribution is capital, while ours is unpaid time. So if he has a mechanism to convert his investment while ours is simply sunk in the company, it seems like there is a strong imbalance.

Am I interpreting this correctly?

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