A mandatory share offer after the death or liquidation of a shareholder ensures that the company`s shares remain in the hands of other shareholders. If you would like to specify something else, talk to the lawyers. In this shareholders` pact, the fair value of the shares is determined by the company`s factor controllers; or if auditors reject the instruction by an independent audit firm appointed by the company. In the event of a dispute, there is often little in the general law, which is useful, and sometimes the only solution may be to dissolve the company, even if the company itself succeeds. Shareholder agreement can be a very useful tool for preventing and managing such disputes and contain provisions defining a dispute resolution mechanism for the parties, without the need for drastic measures, such as the dissolution of the business. Sometimes, to settle a dispute, one or more shareholders may agree to sell their shares to other shareholders. A shareholder`s agreement will often include valuation provisions to ensure a clear valuation mechanism for these actions and to avoid another dispute over the price to be paid. PandaTip: Change based on the number of shareholders; Sometimes there are only two. In addition, I strongly recommend that you add your expectations to your business partners as an annex to the shareholders` pact (or as a separate business creation arrangement).
This is especially important if your trading partners are committed to doing more than just making their share of the financing capital available. Be specific and define measurable results. If one of your business partners claims to be in charge of business development, you define exactly what that means (for example. B the number of paying customers purchased and up to when, how many events are organized to represent the company and attract sales managers, etc.). Don`t leave too much room for interpretation. Unless pre-established mechanisms for their settlement have been adopted, shareholder disputes can seriously affect the viability of a business. The adoption of a shareholders` pact can help reduce uncertainty and ensure a fair outcome in the event of disagreement. PandaTip: The distribution or resale of shares outside may be accompanied by a large number of legal provisions that this agreement does not seek to address, which is why this clause is important.
In our case (and in the case of six other startup creators I spoke to), our corporate secretary provided a standard model that we used without further change. The model contains the same content as the one proposed here by the business register. PandaTip: This can be a common topic for shareholder disputes, everyone thinks the other doesn`t work hard enough, always overpaid, etc. The use of detailed employment contracts or the placement of these conditions here can help defuse future disputes. Investor protection: Investors take a risk for their investment because they may not recover the funds they have invested in the company and, therefore, often require shareholders to agree on certain provisions to protect their position. For example, they may require objectives to improve the performance that the business must achieve within a specified time frame, and if those goals are not met, the investor has the opportunity to demand certain measures or he has the opportunity to take control of the business. These provisions are often found in a shareholders` pact. A shareholders` pact defines the framework of the relationship between the shareholders of a company that determines the company`s activity. We have extensive experience in assisting our clients in representing majority and minority shareholders in a shareholders` pact and surrounding negotiations.
From a legal point of view, a shareholder contract is a contract between the founders of a company to (i) define their respective rights and obligations and (ii) organize the management of the company.