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Non Voting Shareholder Agreement

As the company grows, the value of the shareholder`s investment also increases. However, over time, there are often disputes over issues such as the direction a company takes, the sale or distribution of assets, or a breakdown in communication between shareholders, directors or officers. This may result in a forced sale of shares, shares sold to other parties or, in the worst case, litigation, to require the taxation of the business if the differences are incompatible. A director owes the group, not the shareholders, a duty of trust. If some individuals are both directors and shareholders, other shareholders may feel that their interests are not protected and that other shareholders/directors are directing the company in a direction that is beyond the interests of the minority shareholder. Management`s shares give their holders additional voting rights at the company`s general meetings (z.B. two votes for one share). These shares are often used to allow executives to retain control of the company when shares are issued to outside investors. Such agreements should evolve with the company and be reviewed at different stages of growth.

Your original Cookie Cutter template document may quickly become obsolete and no longer reflect your current intentions and circumstances relevant to your business. You may need to review or amend your shareholder addition or withdrawal agreement if you request capital injections and/or new investors to ensure that your interests continue to be protected. Although each class of shares may receive a descriptive name (for example. B, non-voting shares, preferred shares or exchangeable shares), it is customary to label the class of shares only with alphabetical letters (A, B, C, D, etc.) according to the number of subgroups a company wishes to create), each class conferring different voting rights, dividend rights and capital rights. It is not easy to remove a director or shareholder, so make sure you understand your rights and obligations before giving someone decision-making power or a financial ownership interest in your business. This removal requires a careful review of the terms of the Constitution and the shareholder contract, the Corporations Act and any other applicable appointment or employment agreement to determine who has the right to appoint directors and the circumstances under which they may be withdrawn (and when shareholders may be withdrawn or share repurchased and at what price). A shareholder pact provides a roadmap for the company`s life cycle from start to finish. It can reduce costs and uncertainties in the event of a “business resolution” or litigation. Each company is different and therefore any shareholder or partner relationship. Pre-emption rights guarantee a minority shareholder the right to acquire the new shares issued.

This mechanism protects a minority shareholder`s share of the property by watering down.

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