A shareholder contract often defines things that the company should not do without the prior approval of all signatories. Through an agreed list of reserve issues, shareholders have the option of vetoing certain transactions if they believe they will harm their investment in the company. Most reserved positions are elements that would otherwise be the responsibility of a board of directors (i.e. no shareholders) without reference to shareholders. A balance must therefore be struck, as the list of reserved cases, if it is too long, could hinder the day-to-day management of the business. The draft agreement of our shareholders lists all the elements reserved in common, including: creation of fees, loans, loans, guarantees, modification of the social capital, payment of dividends, acquisition/elimination of certain assets, modification of the memorandum and change of the statutes or voluntary liquidation of the company. Make sure there is no limit to the effective management of the business. Once a shareholder contract has been concluded – preferably at the same time of the company`s creation – it is hoped that each signatory will meet all the conditions. However, sometimes, either intentionally or negligently, one or more provisions are violated.
In this case, the party who has suffered damage may be entitled to damages, but very often the act in question. B of the award of new shares is perfectly valid and remains binding on the company and cannot be challenged, unless the company has acted outside the statutes or legal provisions. Shareholders often invest in a new business when the business plan is not yet fully formulated. If this is the case, a shareholders` pact will require directors to receive “sign-off” shareholders on the finalized business plan or any changes. For example, a shareholder pact may involve restrictions on the geographical area in which the company can operate, as well as restrictive agreements that prevent a shareholder from positioning itself in competition with the company. These types of provisions are potentially very important, and if they are likely to be applicable, we recommend that you take specific legal advice to establish a shareholder pact in order to comply with them. A shareholder cannot be forced to sign a shareholder contract – that is, any shareholder should enter it voluntarily. The only exception to this rule is a treutisat (see below) in which new shareholders agree to be bound by a shareholders` pact already in place.
The IDSSA contains fairly uniform pre-emption rules for share transfers, which give existing shareholders the first refusal to acquire shares commensurate with their existing shareholding in the sale and to control who else can become a shareholder. Transfer provisions are also applicable, so that a person must put his shares up for sale in the event of resignation or death as a director. Finally, there is a delay (which requires minority shareholders to accept an offer to buy the company by a third party if at least 75% accept the offer) and to mark the provisions (which allow minority shareholders to participate in the sale of the company at the same price and at the same price as the majority shareholders).