Directors And Shareholders Agreement

Our experienced corporate lawyers assist you in the development and verification of your company`s shareholder agreements. Your shareholders` pact should also set the conditions for your company`s shareholders, who are also employees. Stock reserves can encourage employees` shareholders to stay in the company. The leave provisions protect your company from employee shareholders who have left the company but continue to hold a substantial portion of the shares. It is important to clarify how directors will be appointed to the Board of Directors and what are the rights to remove and replace these directors. Sometimes every shareholder has the right to appoint a director and, in other cases, only majority shareholders have the right to appoint a director. The agreement may allow the board of directors to carry out its procedure with a quorum of only two directors. In the event of the death or total or permanent disability of a shareholder, the shareholder contract may grant other shareholders the right to acquire the shares of the outgoing shareholder. The agreement should also explicitly take into account both the amount and date of payment of these shares.

We can also help with what is called an insurance-financed buy-and-sell contract. The shareholder contract should have a clause dealing with events that cause a default. This is, for example, a breach of shareholder obligations (for example. B an obligation to practice in the company). The election of the board of directors is usually determined by shareholders holding the majority of the voting shares of the company. Therefore, if a shareholder (or group of shareholders) holds 51% or more of the remaining votes, he can control who is elected to the board of directors. When such a triggering event occurs, a shareholders` pact generally requires a employment-ready party to transfer its participation to other shareholders at an valuation price. You should think carefully about whether to include a provision to update the assessments of the harm caused by this defaulting shareholder.

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.

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