A shareholders` pact is an agreement made by all or part of the shareholders of a company that describes how it is managed, the ownership of the shares, the protection and the rights of shareholders. It is available to supplement the company`s statutes. Some binding provisions must be included in the agreement, but the rest is that the company`s shareholders decide on the basis of their personal and sectoral objectives. When a company lends money, the lender will often ask shareholders for a guarantee. (Note: The conclusion of a loan agreement is usually reserved.) Assuming that all signatories have accepted the company`s conclusion of the loan agreement, the shareholders wish to limit their liability in relation to their participation. Thus, if 100 shares were issued and one shareholder had 10 shares and the other 90, their liability to the bank would be 90/10, with the owner of the 90 shares taking 90% of the responsibility. Where possible, shareholders should avoid a joint and several guarantee, as their final liability could be disproportionate to their shareholding in the company. A shareholder pact can be a way to comfort a shareholder who is not a director because another shareholder, who is also a director, will devote sufficient time to the transaction. This can be very subjective and is therefore not a provision within the IDSSA. If a provision requiring someone to devote their time is appropriate, we recommend that you take specific legal advice to create an appropriate clause. The case-back position for the appointment of a director is a majority of 51% of shareholders.
It is therefore not always good that the remaining 49% of shareholders have no choice but to know who runs their business. In this case, a shareholders` pact may contain provisions, so that decision requires a majority of 75%. This allows a greater majority of the interests of shareholders to be taken into account and gives them the choice of who they appoint as directors. If shareholder approval and statutes have been duly prepared, there should be no conflict between their respective provisions. However, in the event of a conflict, the articles normally prevail, to the extent that the contradictory provision relates to a commitment of society. Therefore, unless the company`s obligations are compromised, the provisions of a shareholders` pact prevail between shareholders. A typical drag-along right allows a certain majority of shareholders to enter into an agreement, as representatives and on behalf of the company and all other shareholders, to sell all shares of the company. A pre-emption right (“ROFR”) allows a shareholder (the “seller”) to find a third-party buyer for his shares. If the third party is firmly obliged to buy the seller`s shares, the seller is required to inform the company and/or other shareholders.