– except in accordance with the rules relating to the preferential right stipulated in the shareholders` agreement or the articles. The shareholders` agreement should specify what will happen in the event of an acquisition. The agreement may contain a clause stipulating that in the event of a buyback offer and the majority of shareholders who wish to sell their shares, you can “mark” and sell your shares at the same price as a minority shareholder. Small private companies often have shareholders who assume some or all of the directors` obligations. Such conditions can thus be introduced to ensure that they do not abuse their powers when they finally leave the company and to ensure the protection of the company. The strategic benefit of including this in the shareholder agreement is controversial. These clauses apply to officers, employees, consultants, agents and other parties at least by means of an independent contract. A general shareholders` agreement is treated as a commercial agreement between the parties and is subject to the articles and articles of association of a company as well as the applicable articles of association. If you are not a director and you do not have the power to change or remove directors (it is worth making sure that you have the right to do so in the articles, but as a minority shareholder, other shareholders cannot agree), you should at least insist on a shareholders` agreement and include some veto rights in such an agreement. These rights give shareholders the right to maintain their current shareholding percentage and avoid dilution. Key factors to consider when granting such rights include a minimum ownership threshold, the issuance of securities that do not trigger subscription rights (i.e. shares of a certain percentage or class) and the impact of the right on the founders and when they leave the company. Since directors, either directly or through subordinates, are ultimately responsible for day-to-day business, the appointment of candidates of their choice, who sit on the board of directors, can serve as a strong influence that a shareholder can have on the company.
However, directors owe a fiduciary duty to the company and not to the shareholder who appointed them. In addition, the provisions of a shareholders` agreement may prevent majority shareholders from deciding on the entire board of directors. This allows minority shareholders to be represented in relation to their ownership of shares or in full equality if they accept that decisions are taken unanimously. If you have any questions about the shareholders` agreement, contact Hummingbird Lawyers by sending email@example.com an email to contact a corporate lawyer. Once all shareholders have reached an agreement on the content they wish to include in the agreement, all they have to do is sign and date the agreement. At this stage, the agreement will be effective and will bind it to all parties….