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Shareholders Agreement Special Resolution

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Shareholders often have access to trade secrets, standard operating procedures, client and source lists, research and development, financial details and other sensitive or confidential information. A SHA may contain non-disclosure and non-competition clauses, compel shareholders to keep the secret and prevent them from working for competitors or other parties for whom the interests of the company could be harmed. In addition, this language may also contain a non-invitation clause that prevents or prevents a shareholder from making transactions with a company or person who has been or is the company`s customer. As a minority shareholder and with a shareholders` pact that requires all shareholders to approve certain decisions, you will ensure that you have a say in important decisions affecting the company. These may be decisions: in addition to describing the characteristics of a shareholders` pact, we also have a simple model of shareholder contract available for download. A “pump gun” clause is often used to force a buyback. Here`s how it works: Shareholder A offers its shares at a certain price per share (for 2 shareholders). B may accept this offer or in turn propose A the same conditions, in which case A must accept. This ensures that A offers a “fair” price. Essentially, one party will eventually buy the other party (of course, the two parties can, by mutual agreement, agree on a price – it`s easy if a shareholder wants to withdraw to pursue other interests. It will be more difficult if both want to own and manage the business.

The gun approach is ideal for small businesses where values are not too high because they prefer the party with more financial resources. For high-tech companies with high valuations and several shareholders, the pellet gun approach would not work very well. Articles from private companies often include pre-issue rights of shares to existing shareholders. Feel free to consider a model of agreement, although not professionally developed, for specific details. It`s going to at least get you started. Don`t rely solely on the advice of your lawyer. Lawyers have their prejudices and can point you in a direction that is not in your best interest. (Note – do they act for you personally or for the company or for other shareholders?) Talk to other entrepreneurs who have gone through this exercise. Your experience can be worth a lot of legal lunches! When a company is created, its shareholders can decide on a set of ground rules that go beyond the basic legislation that governs their behaviour. For example, how do you treat a shareholder who wants to “out” (and sells his shares)? Should it be possible to “force” a shareholder (i.e. to buy)? How are differences of opinion managed? Who will sit on the board of directors? Who is the authority to be given to for the various decision-making activities? Can a shareholder (i.e.

a founder) be fired? And so on… The General Law offers a minority shareholder to disloyal majority shareholders.

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