A shareholders` pact focuses on the coordination of the shares as well as the conditions and guarantees of these shares. Its purpose is to determine the rights, duties and obligations of the company, shareholders and their relationships. The face value (or face value of the shares) is the value chosen by the original shareholders when the company is formed. The face value is determined by the company itself and remains unchanged over time, z.B. a share may have a face value of 1p, 10p, 1 or any other amount in any currency. Shareholder agreements in family businesses have been spared Sometimes it is neither appropriate nor necessary for each shareholder to sign a shareholder pact. For example, a shareholder contract may only include voting rights and must only be signed by members of the same family to ensure that control is retained by a particular member of that family. As with any multi-party agreement, disagreements and disputes may arise. The shareholders` pact should include clear provisions for dispute resolution. The preferred option is for shareholders to negotiate and agree with each other, but this is not always feasible. Mediation should be necessary before legal or arbitration proceedings are opened. PandaTip: This model of shareholder agreements defines the conditions for shareholder interaction and what happens when one or more of them want to leave the company or something happens that forces the exit of a shareholder or the closure of the company.
Apart from the shareholders` pact, members of the company`s board of directors are generally required to sign a declaration of principle on conflicts of interest. A new shareholder may prefer to lend money to the company rather than buy shares. It is a good idea to indicate this in a loan agreement that indicates whether interest should be paid on the loan and whether the loan is secured against the company`s assets. The right of a shareholder to participate in an outside company may be indicated in the agreement. If the company holds an Australian Financial Services (SFA) licence, the responsible manager may also be a shareholder. Special caution should be exercised if the responsible manager is also a key person for an AFS licence. Since a key person generally has greater powers than other directors, because of the company`s reliance on its expertise, the key person may be tempted to exercise inappropriate authority to influence other shareholders in the decision against the company, but not the AFS license. It is also wise for AFS licensees to have a comprehensive agreement of responsible managers to regulate the powers of directors, who are both responsible shareholders and managers. These agreements are internal documents that can be used in the company. You should save a copy of this agreement in your head office with your other business files.
The shareholders` pact should specify when and under what circumstances a shareholder can transfer, sell or sell his shares to a third party. It could demand, for example. B, that a shareholder receives the unanimous written agreement of all remaining shareholders. As with share issues, preventive rights can be put in place to ensure that existing shareholders have the opportunity to acquire the shares before the sale of the shares to a third party.