Bank financing or cash call of shareholders – If the company needs additional funds or working capital, should the company first apply for financing from a bank or can it make a cash appeal to shareholders? Under what conditions will the company borrow money from shareholders and whether these contributions will be proportional? How are disproportionate credits treated when one shareholder can contribute more than another shareholder (z.B. preferential interest rates, dilution of equity over time)? When will these loans be repaid and will repayment be limited? Minority Tag Along Rights – Will minority shareholders be able to force a buyer of the shares of the majority shareholders to buy their shares as well? This provision gives the minority shareholder (s) the opportunity to decide whether to engage with the new majority shareholder. There is no “model” shareholder pact that is appropriate in all circumstances, as shareholders will each have their own unique and often conflicting priorities and concerns. Therefore, any shareholder pact must be a bespoke document. Important Decisions – Which corporate decisions or actions require unanimous agreement from shareholders or directors or require broader agreement from shareholders and directors (. B for example, bonds in excess of certain amounts, expenses on a certain amount in dollars, the issuance of other shares)? A shareholder pact allows the owners of a small company to ensure that they all agree on how the business is run. Some of the most important issues that owners have to consider are the creation of a management structure for the business and the decision of what happens if one of the owners wants to sell his shares in the company, wants to retire or is disabled or dies. If you think ahead about these questions and agree on the answers, you can save the owners time and money, not to mention the stress and aggravation, if an argument or unexpected event were to happen at some point in the future. Below are a number of detailed questions that should help homeowners identify important issues and provide a starting point for discussing how they want to address these issues.
Unanimous Shareholders Agreement Checklist