The shareholders` agreement is a contract between all the parties who sign it and gives rights and obligations to those who become stakeholders in the company. It`s a foundation on which to build a strong business, and it will protect the interests of all parties involved if spelled correctly. When an agreement is poorly drafted, it can lead to disputes that are difficult to resolve between shareholders and can potentially cause individuals to lose their fair share of the business. However, shotgun determinations are not without complications. If there are more than two shareholders and an offer of a shotgun is made to more than one shareholder, there may be complications as to who is required to buy which shares, especially if the receiving shareholders are not all of the same opinion regarding the acceptance or rejection of the shotgun offer. A shotgun clause is also generally inappropriate because you have significantly different assets and/or skills between shareholders to raise the funds needed to acquire shares under the shotgun regulations. For example, if a large shareholder with significant financial resources invokes the shotgun process and offers to buy the shares of small shareholders at a reduced price, those other shareholders face the prospect of selling their shares at a low price or buying the large shareholder at a potentially high total cost. If small shareholders do not have the resources to buy the position of the large shareholder, the shotgun will effectively force them to sell their shares at the reduced offer price. Since directors hold the majority of the power for the day-to-day management of a corporation, it is important to describe in the shareholders` agreement what shareholders should retain.
This may include requiring a director to seek shareholder approval in order to secure further investments. These restrictions on directors allow shareholders to limit the powers of directors in important decisions of the company by requiring shareholder approval. Many people wonder if it is possible to draft their own shareholders` agreement or if a lawyer is needed. We think it is quite possible to draw it yourself, provided you use a good model as a basis (like ours). The IDSSA contains fairly standardized pre-emption provisions for share transfers, which give existing shareholders the initial refusal to buy shares for sale in proportion to their existing stake, as well as control over who else can become a shareholder. Transfer provisions also apply, so a person must offer their shares for sale if they are back as a director or die. Finally, there is drag (which requires minority shareholders to accept an offer to buy the company by a third party if at least 75% accept the offer) and tag (which allows minority shareholders to participate in each sale of the company at the same time and at the same price as majority shareholders). Our last article dealt with why and when a shareholders` agreement should be used: the methods by which shareholders can control a company and the advantages of a shareholders` agreement over the use of different classes of shares. .