Shareholders Agreement
Shareholders agreement is an agreement between shareholders of a company intended to adjustment their relationship and certain related issues. It is also a contract negotiated by the shareholders of a company outside the corporations act to protect their interest, control their relationships, detail the rights and responsibilities. Thanks to shareholders agreement there is clearness and reliability what can or cannot be done and most decisions are taken by discussion. The relationships between the shareholders and shareholders company are regulated by the constitutional documents of the company[1]
The primary purpose of the shareholders agreement is to change the corporate law of the state in order to better adapt the needs of shareholders. The agreement may cover wide range of issues, determine the organizational structure of a corporation and provide means for resolving disputes with shareholders. Matters that are not included in the contract are governed by state law. Shareholders agreement also include:
- Establishing state priorities, values and policies.
- Grant rights on shareholders
- Dealing with valuation issues and procedures.
- Implementation of agreement and way of management
- Dealing with shareholder matters
- Management of the corporation by the directors
- Restrictions on authority
- Financing of the corporation
- Corporate distributions and payments of shareholders
- Valuations of shares[2]
Close corporation is a smaller corporation that can operate without the reliable formalities required in the activities of standard corporations.Close corporations contain mild rules related to formalities in management. Documents signed when establishing a corporation must contains a statement about its status. Small corporations are a corporation whose shareholders and directors are authorized to act in partnership relations.Shareholders in close corporations have a lot of control over other shareholders who want to sell their shares to others. Corporate shareholders' agreements contain purchase and sale records.
Close corporation is allowed by state law and has a limited number of shareholders. Shareholder agreement is one of the most important issues in developing a close corporation. Skills and experience are the key to the success and corporate plan. The contract must be prepared in accordance with the needs and requirements of the participants and the conditions must be analyzed when the corporation begins to operate.
Shareholders in a corporation often want to be involved in running a corporation. State company law gives shareholders the right to vote who will manage a corporation, but shareholders can not hold any corporate functions. By applying a shareholder agreement, shareholders can be granted the right to be the director of a corporation. The contract may specify his duties in the daily operations of the corporation and determine its remuneration[3]
| Shareholders Agreement — recommended articles |
| Management rights — Special resolution — Mandatory disclosure — Statutory meeting — Nominee shareholding — Board — Mercantile law — Minute book — Works committee |
References
- Michael J. Duffy (2008) Shareholders Agreements and Shareholders' Remedies Contract Versus Statute? Bond Law Review
- Robert A. Kessler Drafting a Shareholders' Agreement for a New York Close Corporation Fordham Law Review
- Mads Andenas (2007 )Shareholders' agreement: Some EU and English Law Perspectives. English Law Perspectives
Footnotes
Author: Weronika Góra
