Good leaver/Bad leaver | Practical Law

Good leaver/Bad leaver | Practical Law

Good leaver/Bad leaver

Good leaver/Bad leaver

Practical Law UK Glossary 2-107-6658 (Approx. 4 pages)

Glossary

Good leaver/Bad leaver

A description of the circumstances in which a person ceases to be an employee of a company. In a corporate context, such term often appears in a compulsory transfer provision within a company's articles of association. The categorisation of a person as either a good leaver or a bad leaver will often determine the price at which they are required to sell some or all of their shares in the company on departure. A bad leaver might be restricted to selling shares for the lower of their market value and their issue price (or, less common, their nominal value), with a good leaver generally able to offer their shares at market value.
These expressions are most commonly used in the context of the treatment of shares held by managers in a private equity transaction, should they subsequently leave and also in the context of earn-outs, and employee share schemes.
The drafting of what should constitute either a good leaver event or a bad leaver event can be the subject of significant discussion although, commonly, events outside the control of the employee might be considered to be good leaver events as a starting point. Where the company gives the employee contractual notice (or vice versa) often produces debate as to whether these grounds should constitute the person as a good or bad leaver. One also has to take account of the possibility of redundancy or constructive dismissal being the reason for departure.