It may seem obvious who are the parties to a shareholder pact: the existing shareholders. However, it is important to consider whether the company itself should become a party to the shareholder contract. In this way, shareholders can impose on the company direct obligations that they prefer in the shareholder contract (usually a private document) than the company`s statutes (a public document). In addition, the company itself would be able to impose the terms of the shareholder contract on shareholders. Shareholders, acquirers and holders of pre-purchase rights of members, the most basic and commonly used form of dilution protection, give shareholders the right, but not the obligation to acquire in the future pro-rata new shares of a company in order to maintain its proportionate ownership. This right may apply to all classes of shares or only to certain classes of shares. A SHA will generally indicate the number of original board members (and often their names and other details) and sometimes the rights of some shareholders to appoint a certain number of board members. Other shareholders, without the right to appoint directors, must vote in accordance with the company`s by-law. To protect outside investors, there are anti-dilution clauses that are often at the expense of founders, former unprotected outside investors or other shareholders. They are not ideal for non-beneficiaries of anti-dilution rules, but the reality is that most of the most serious and experienced investors expect anti-dilution protection. There are certain considerations that all shareholders should consider when entering into shareholder contracts. I have outlined below five key points that, in my experience, neglect clients when they seek advice on shareholder agreements. The agreement is often used to protect shareholders` rights and obligations and to find a common legal basis for the company.
The shareholders` pact aims to ensure the fair treatment of shareholders and the protection of their rights. In the event of a voluntary transfer, the selling shareholder must ensure that the terms of the takeover offer are extended to other shareholders in proportion to their respective shares. The rights of the tag along exist to protect minority shareholders, so that a majority shareholder, when it sells its shares, grants other shareholders the right to join the transaction. Shareholder agreements are different from the company`s statutes. If the statutes are mandatory and the management of the company`s activity, a shareholders` pact is optional. This document is often developed by and for shareholders and sets out certain rights and obligations. It can be very useful if a company has a small number of active shareholders. Many entrepreneurs starting start-ups will want to develop a shareholder contract for the first parties. The objective is to clarify what the parties originally intended to end; In the event of a dispute, when the business becomes due and changes, a written agreement can help resolve the problems by acting as a reference point. Entrepreneurs can also include who may be a shareholder, which happens when a shareholder is no longer able to actively hold his shares (z.B.