The clauses to be included in a shareholders` agreement depend on the specific context in which this document is drawn up; Still, the main clauses are classified by group: the startup and / or other shareholders should still have the right to cash out the shares of a working shareholder when the service or employment contract of the working shareholder has ended – as an example, the employment contract of the programmer and the working shareholder, Adam is terminated and thanks to a well-written SHA, the startup has the right Adam`s shares are to be cashed. How to deal with a blockage in shareholder decision-making The shareholders` agreement can protect majority shareholders by denouncing “towing provisions”. In cases where an offer to purchase all of a company`s shares is made, the Drag Along provisions allow majority shareholders to compel minority shareholders to accept the transaction. This prevents a potentially difficult shareholder from thwarting a sale. A shareholders` agreement can also offer protection to minority shareholders by denouncing the “Tag Along” provisions. Under these conditions, if the majority shareholders have received an offer for their shares, the minority shareholders may compel the majority shareholders to obtain that the offer be extended to minority shareholders. As has already been said, a well-functioning SHA should clearly define the roles of all shareholders, with some key employees, who are often minority shareholders, normally defined as employee shareholders. Delay in the management of disagreements or disappointments It is a legally binding document that defines the structure of the company. A shareholders` agreement can exist among many people, not only with the co-founders, but also with anyone who has a potential interest in the company. Failure to proactively plan: no restrictions in the transfer of interests for the death, obstruction or departure of a founder. Failure to limit the transferability of a founder`s interests is another critical error often found in shareholder agreements.
Each founder brings special skills and a unique contribution to the business, often difficult to replace, and other business owners must be careful who they allow to obtain ownership of the business. Without proper restrictions, the remaining founders may be dealing with unwanted and uncooperative third parties. Ignoring the need for a shareholders` agreement carries a greater risk, given that, as with any business, problems can arise and it is important to have a game plan before these situations in order to serve as an effective referral mechanism, which is what should be done in these circumstances. In addition, a shareholders` agreement serves as a protection and buffer between partners/co-founders in case of problematic circumstances, and it is considered more effective, because co-founders spend less time debating, arguing and prosecuting in difficult situations, because they have the agreement they can use. A shareholders` agreement could include a mechanism requiring a shareholder to sell his shares either to the remaining shareholders and/or to the company before selling them to external third parties. This document can look at what should happen in the event of the death of one of the partners and answers important questions about whether their shares in the company should be transferred to the other founders/partners or whether they would surpass the relatives. A critical mistake often made by startups is the use of a shareholders` agreement found online or the creation of an own by the combination of two or more web templates…