Shareholders’ Agreement
In a shareholders’ agreement, shareholders can agree among themselves on rights and obligations.
Shareholders’ Agreement
The shareholders’ agreement (SA) is a means by which shareholders can enter into obligations with each other. These can include duties of loyalty, non-compete clauses, or pre-emption rights. Such agreements are not a legal requirement for the formation of a joint-stock company. With an SA, especially for personally related joint-stock companies, there is the opportunity to make agreements among themselves and thus improve the future prospects of a corporation.
Contents of an SA
In principle, all agreements can be made in an SA. Contractual freedom also applies to the SA. Clauses regarding business policy, behavior upon the exit of a shareholder, the composition of individual positions on the board of directors, non-compete clauses, work obligations, pre-emption and purchase rights are often part of the SA. To ensure compliance with the agreed provisions, it is advisable to agree on penalties. These are applied if a contracting party does not adhere to the agreed-upon arrangement and violates the SA.
Another important point is that the corporation itself can never be a party to a shareholders’ agreement. Thus, any deviation from the contractual provisions does not affect the corporation but only concerns the relationship among the shareholders who have agreed to the SA among themselves.
