Shareholder Agreement Elements
As with all shareholder agreements, an agreement for a startup often includes the following sections: Traditionally, a stock “buys” a voice. The shareholder, who owns more than 50% of the shares, can make decisions and control the company (for certain decisions, holders of more than 75% of the shares must give their consent). This is not always what shareholders want: it can sometimes be advantageous for everyone to have an egalitarian right of look and sometimes it can be advantageous to give a greater right of review to someone who has contributed more. Disputes: The agreement should specify what happens in the event of a dispute. This may relate to share sales, voting rights and dispute resolution procedures. Disclosure of decisions is also important. A shareholder director may make decisions that are not reported to other shareholders. Here, too, it clarifies what a director can or cannot do without notifying the shareholders, which prevents a shareholder director from acting in a manner contrary to the interests of other members. For example, Adam, Bill and Colin have created a company that they run together. Adam invested $10, Bill invested $15 and Colin invested $25, all in one-dollar shares, each carrying a vote. Without agreement, there would be a permanent deadlock because Colin has the same number of votes as Bill and Adam put together. Adam, Bill and Colin decide to make a unanimous decision. They attract their shareholders, so some decisions require 100% to do so before being adopted.
1.1 The shareholders are all shareholders of the company, a company [STATE OF INCORPORATION] and are the sole directors and senior executives of the company. An angry shareholder can decide whether he can compete, especially if he has also worked in the company. It may compete with employment issues covered by the employment contract, but a shareholders` pact should also include competition provisions. Net Lawman presentation documents provide total protection to the company and shareholders on an ongoing basis. 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. Share transfers: The agreement should specify when and how the shares are sold. It must be determined whether shareholders can force another shareholder to sell their shares. These clauses are called drag along and tag along rights. Loan contracts generally limit what a company can do (for example. B the additional loan or sale of collateral against the loan). This can give considerable power to the lender.
There are additional complications if the lender is a shareholder. Your agreement should reflect on how rights will change when introducing a large creditor. In the case of agreements, joint venture shareholders can decide exactly what the agreement is, in accordance with the common law. As the parties to a company have been talking together for some time already, the detail of what is agreed is often overlooked – with disastrous consequences. In our experience, the only way to cover the main alternative outcomes is to consider a large number of possibilities. We advise you to write a list of assumptions from your business plan, and then ask everyone what if, always with a view to the impact of different results on shareholders. The key question is always: “Who has the power if?” It is impossible to plan for all eventualities. The agreement must be written on this subject within the framework of corporate law. For example, you can`t just stop Bill from voting in a certain way.