Shareholders' agreement

shareholder agreementshareholders agreementSHAshareholders' pactshareholders’ agreement
A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company.wikipedia
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Shareholder

shareholdersstockholderstockholders
A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company.
Subject to the applicable laws, the rules of the corporation and any shareholders’ agreement, shareholders may have the right:

Constitutional documents

constitutional documentconstitutive documentsCorporate constitutional documents
In strict legal theory, the relationships amongst the shareholders and those between the shareholders and the company are regulated by the constitutional documents of the company.
It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders' agreements, whereby they agree to exercise their membership rights in a certain way.

Startup company

startupstartupsstartup companies
However, where there are a relatively small number of shareholders, like in a Startup company, it is quite common in practice for the shareholders to supplement the constitutional document.
When there is no definitive agreement (like SHA), disputes about who the co-founders are can arise.

Deadlock provision

deadlock provisions
A deadlock provision, or deadlock resolution clause, is a contractual clause or series of clauses in a shareholders' agreement or other form of joint venture agreement which determines how disagreements on key issues are to be resolved in relation to the management of the enterprise.

Tag-along right

tag-along
"tag-along" and "drag-along" rights
Tag-along rights are fairly standard terms in shareholders agreements.

Corporate law

business lawcompany lawcorporate
Indeed, it is the perceived greater flexibility of contract law over corporate law that provides much of the raison d'être for shareholders' agreements.
It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders' agreements, whereby they agree to exercise their membership rights in a certain way.

United States

American🇺🇸U.S.
A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company.

Company

companiesenterpriseenterprises
A shareholders' agreement (sometimes referred to in the U.S. as a stockholders' agreement) (SHA) is an agreement amongst the shareholders or members of a company.

Articles of partnership

partnership agreementcompany agreementpartnership
In practical effect, it is analogous to a partnership agreement.

Contract

contract lawcontractsagreement
Indeed, it is the perceived greater flexibility of contract law over corporate law that provides much of the raison d'être for shareholders' agreements. a company's constitutional documents are normally available for public inspection, whereas the terms of a shareholders' agreement, as a private law contract, are normally confidential between the parties.

Arbitration clause

mandatory arbitrationarbitrationbar employees from collective arbitration
the shareholders might wish to provide for disputes to be resolved by arbitration, or in the courts of a foreign country (meaning a country other than the country in which the company is incorporated). In some countries, corporate law does not permit such dispute resolution clauses to be included in the constitutional documents.

Forum selection clause

jurisdiction clausechoice of venueforum selection
the shareholders might wish to provide for disputes to be resolved by arbitration, or in the courts of a foreign country (meaning a country other than the country in which the company is incorporated). In some countries, corporate law does not permit such dispute resolution clauses to be included in the constitutional documents.

Incorporation (business)

incorporatedincorporationincorporate
the shareholders might wish to provide for disputes to be resolved by arbitration, or in the courts of a foreign country (meaning a country other than the country in which the company is incorporated). In some countries, corporate law does not permit such dispute resolution clauses to be included in the constitutional documents.

Going concern

forevergoing-concern
to provide mechanisms for removing minority shareholders which preserve the company as a going concern.

Partnership

partnerpartnershipspartners
In some countries, using a shareholders' agreement can constitute a partnership, which can have unintended tax consequences, or result in liability attaching to shareholders in the event of a bankruptcy.

Tax

taxationtaxeslevy
In some countries, using a shareholders' agreement can constitute a partnership, which can have unintended tax consequences, or result in liability attaching to shareholders in the event of a bankruptcy.

Unenforceable

enforceableenforceabilityunenforceability
Countries with notarial formalities, where notarial fees are set by the value of the subject matter, parties can find that their agreement is subject to prohibitively high notarial costs, which, if they fail to pay, would result in the agreement being unenforceable.

Monopoly

monopoliesmonopolisticmonopolist
In certain circumstances, a shareholders' agreement can be put forward as evidence of a conspiracy and/or monopolistic practices.

Stock

equitiesequityshares
regulating the ownership and voting rights of the shares in the company, including

Security interest

securityequitable chargecharge
restrictions on transferring shares, or granting security interests over shares

Pre-emption right

right of pre-emptionpre-emptionpre-emption rights
pre-emption rights and rights of first refusal in relation to any shares issued by the company (often called a buy-sell agreement)

Right of first refusal

first refusalfirst right of refusalrights of first refusal
pre-emption rights and rights of first refusal in relation to any shares issued by the company (often called a buy-sell agreement)

Buy–sell agreement

buy-sell agreement
pre-emption rights and rights of first refusal in relation to any shares issued by the company (often called a buy-sell agreement)

Board of directors

board of trusteesdirectorboard
power for certain shareholders to designate individual for election to the board of directors