9) Life insurance for key officers and shareholders •When the parties enter the business, especially at the beginning, there is usually a lot of trust and goodwill between the shareholders. All parties are looking for the success of the company and often little attention is paid to what would happen in case of disagreement. In addition, many discussions can take place between the parties, either orally or in writing, about the operation of the company and the relations between the shareholders. A well-developed shareholders` agreement clearly sets out the results of these discussions in writing, reducing the potential for future litigation. One of the practical advantages of a shareholders` agreement is that during the process of agreeing on the provisions of the shareholders` agreement, the parties have to think about different issues and discuss with the other shareholders of the company the different scenarios, for example.B. what should happen if a shareholder wants to leave. What happens when a shareholder dies, how should the company raise the necessary additional financial resources, and what exit strategies apply to the company? This allows shareholders to discuss and adopt different policies at the beginning, when shareholder relations are positive and there is a greater chance that a pragmatic solution will be found, thus increasing the likelihood that the company`s shareholders will collaborate by mutual agreement for the future success of the company. In addition to the applicable legislation (including the various company laws), a company is governed primarily by its articles of association. Prior to the Companies Act 2006, a memorandum of association set out a company`s objectives that were in fact limits to what a company could or could not do, for example.
B what kind of activity it could act. As a result of the Companies Act of 2006, an association protocol for new companies does not say much more than the company`s first shareholders wish to set up a company. Other clauses, including a towing and hucket clause, may also be included, obliging minority shareholders to sell their shares if a majority shareholder wishes to sell all of its shares to a third party, or in the latter, minority shareholders may sell their shares at the same time as the majority shareholder. Since the articles of association of a company are an authentic instrument, shareholders may deal with other agreements separately. These agreements are often defined in a shareholders` agreement which is a private document. A shareholders` agreement could have protected your biggest assets – your business – by easily creating a clause stating that your company`s shares cannot be transferred to an ex-spouse after compensation. In addition, it is more difficult to resolve disputes regarding rights to company assets, credit repayments and share prices, especially in small businesses where directors and shareholders work full-time in business and shares are held on an equal footing. This situation is called Deadlock, and in the absence of a mechanism for deciding on an impasse, the parties may have to consider liquidating the company. For investors, exiting the company at a price where they realize value for their investment is of particular importance. This is a “towing provision” when the majority shareholders, in particular, wish to sell their shares to a third party, but the third party is only willing to acquire 100% of the company`s shares.
Under these conditions, selling shareholders can “transport” minority shareholders or force them to sell their shares to these third parties under the same conditions. . . .