Difficulties can arise when the shareholders` pact involves an overly complex decision-making structure, a very long list of issues requiring special agreement from the board of directors or shareholders, or when it sets dollar thresholds acceptable at the beginning of the activity, but which become too low to be passable over time. PandaTip: Change based on the number of shareholders; Sometimes there are only two. 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. The shareholders` pact should detail how a shareholder can sell his shares (how he withdraws). This should be clear in terms of process, communications, timelines, evaluation and methodology. The evaluation of actions is extremely important and needs to be carefully considered. You need to understand in advance what your client wants to get out of the audacity in which he or she is going, as this will influence other decisions such as ownership structure, decision-making and exit strategy. It`s important to understand how the new business fits into your customer`s overall strategy. Shareholder agreements will often have restrictions on shareholders who participate in competing companies. 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. CET ACCORD, dated [ACCORD DATE] is concluded between the following persons, who constitute all the current shareholders of [CORPORATION] (“Corporation”),” a shareholders` pact must set the maximum number of directors and the percentage of shares required to appoint a director. It should also specify when and how a director can be removed, what his duties are, how the meetings are convened and how he will vote (i.e.
will each director have a voice or will he have as many votes as the shareholder who appointed him?). PandaTip: This model of shareholder agreements defines the conditions for shareholder interaction and what happens when one or more of them want to leave the company or something happens that forces the exit of a shareholder or the closure of the company. What is a shareholder contract? A shareholders` pact is a document involving several shareholders of a company, which details the results and concrete measures that are taken in the event of the departure of a shareholder of the company, whether voluntarily, involuntarily or when the company ceases operations. There are quarrels and the possibility of conflicting views will always be relevant. If shareholders can`t agree on the management of the company, a deadlock plan solves it. The agreement should clearly define how disputes can be resolved and what action should be taken. Investors can postpone discussion of a shareholder pact in order to stick to the important role of creating the company. Although they may intend to return later, when there is more time, the opportunity cannot arise and something else is always a priority. Even if they resume it later, shareholder expectations and feelings about the transaction may have diverged by then, making it more difficult for them to accept the terms to be included in the shareholders` pact.