Issues With Shareholders Agreements
The ability of existing shareholders to outse third parties in fundraising activities and any planned sale of shares. When the outgoing shareholder has resigned for unexplained reasons or has voluntarily resigned for no good reason, it is customary to provide for an enhanced purchase price. However, circumstances vary from company to company and it may not always be reasonable to have a discounted price for these events. One of the main advantages of a shareholders` pact is to include a process of settlement of a status quo or shareholder dispute. The risk of not doing so is that the company and shareholders have no choice but to ask a court for a decision that is cumbersome and costly. Depending on the nature of the business, shareholder agreements often contain restrictive agreements to protect the company by preventing outgoing shareholders from competing directly with the company after they leave. Restrictive agreements are particularly important in service companies where the possibility of harming the business through advertising and customer service is greater. Regardless of the approach taken by the shareholder who receives the offer, the result is a binding sale and sale agreement between the shareholders. When there is a start-up, it will usually seek upfront financing, which is usually in cash in exchange for the issuance of shares.
However, it is important to remember that not all shareholders provide cash in return for shares. There are other reasons for issuing shares, including transferring assets or intellectual property or providing professional services that are an integral part of the business. In a company with only two shareholders, it may be desirable to include a provision that triggers a mandatory sale by one of the shareholders in the event of a disagreement in principle between the shareholders. This provision, often referred to as a shotgun, provides that if shareholders are stuck in a fundamental business case, each shareholder can trigger a buyout. It is the responsibility of those entering into a shareholders` pact to ensure that they adequately document their collective intention with respect to the terms and conditions it provides and that the terms of value accepted in the agreement are well defined. As circumstances change over time, it is important to review regularly and, if necessary, amend the provisions of a shareholders` pact before it becomes the basis for an effective transaction.