What can be addressed through the use of a shareholders` agreement?
The shareholder has a basic duty to pay in full his or her capital investment (Swiss Code of Obligations Art. 680 Para. I). Beyond that, further duties can be assigned by creating a shareholders’ agreement. IMPORTANT: Rights and duties under this kind of agreement only binds the partners among themselves not, however, the company.
A shareholders’ agreement is only possible when a number of stock owners wish to band together for the purpose of leading the company. This means that one is dealing with complimentary characteristics of the shareholders. Such an agreement can, for example, govern the shareholder representation on the board of directors, voting rights and veto powers. At the same time, one can limit the transerability of shares. Call options, put options and right of first refusal may also be stipulated.
The shareholders’ agreement often also governs the terms of exit from the business. The procedure in the case of a deadlock can also be adressed in this manner. Even though general legal practice confirms the legitmacy of a shareholders’ agreement, the effective duration is not known. The risk associated with this can be countered by an exit.
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