Writing a shareholders agreement issues
The death of a shareholder, especially in the case of a corporation whose shareholders are active in its business, can have serious consequences for the future prospects of a corporation. But they need to set clear boundaries with the directors.
The difficulty in drawing an agreement is not the legal wording but in considering the issues that the shareholders will face, and deciding what should happen in each scenario.
All executive directors are also employees. If you use a Net Lawman document, even if one shareholder still decides to use his solicitor, the whole process will be faster and less expensive that using a solicitor as a post box between multiple parties. If there are many shareholders, it will be easier to leave all decisions with the board rather than calling shareholder meetings regularly to make decisions, given the time and cost involved in calling shareholder meetings.
There are many issues to consider, in addition to the ones I have addressed, and many variations on the solution to the issues I have addressed. Table of content Was this helpful?
Is a shareholders agreement legally binding
The goal is to define expectations so that if an issue comes up, you can turn back to the shareholder agreement to determine the proper steps to take to handle the problem. While it may seem tedious to outline every possible situation the corporation may find itself in, the clearer the shareholder agreement is, the easier it will be to make decisions. While there may be a board of directors and a management team in place, everyone must work under the guidelines set by the shareholder agreement. A first refusal, however, may not be satisfactory where the other shareholders lack the financial resources to acquire, where the terms of the offer strain those resources, where the other shareholders are seeking opportunity to dispose of their own shares, or where the offer is made by a person who is a permitted transferee within the agreement such as another shareholder, family member or related party. Leave feedback about this page If you have noticed a bug or a mistake on this page, or just want to give us feedback, we'd love to know. The difficulties presented by a disaffected shareholder usually outweigh the inconvenience or financial strain of an involuntary purchase or sale. Further, different shareholders may want different provisions depending on how much of the company they own. Often a buy-out provision will enable or sometimes, require the minority who do not wish to sell to purchase the shares of the majority. This is to ensure clarification of what parties originally intended; if disputes arise as the company matures and changes, a written agreement can help resolve issues by serving as a reference point. A shareholder, especially one ordinarily active in the corporate business, who is no longer able or motivated to play a role originally anticipated, can become a significant drag on the corporation and its other shareholders. Decisions Your Corporation Might Face As the corporation grows, there may be the need to make decisions regarding acquiring new space, purchasing property , or how to pay back a loan borrowed on behalf of the business. We compromised with a multiplier that reflected actual growth in the two years before the deadlock, rather than a multiplier that was fixed for all time. We advise that you write down a list of assumptions, winnowed from your business plan, then for each, start asking "what if" questions, always with a view to how the different results will affect the shareholders.
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