M&A: Shareholders Agreement

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samparkin92
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Last updated: November 29, 2024
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First submittedNovember 21, 2024
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Definition
Enforceable agreement among shareholders
SHA characteristics
More discreet
Less effective towards third parties and company
Must be limited in time
Company is party to contract
AOA characteristics
Public
Notarial deed
Modification needs special majority
Binding on all
More effective to third parties and company
Transferability of shares
Option granted by a seller to a buyer to purchase a target company’s stock as a prelude to a takeover?
Lock up clause
What is it known as when transfer requires prior approval?
Approval right
Shares are only transferred after beneficiary of the this right is given the opportunity?
Pre-emption right
Transferor obliged to offer beneficiary possibility to transfer its shares at same price
Tag/drag along
Names for right to sell/ right to buy
Put/call option
Voting arrangements
Limited in time
Not contrary to company interest
No violation of company code
Prohibit auto control
Minority protection
Board has residual powers
Members appointed/ dismissed by normal majority
Decisions with normal majority
Conflict management
Form with collegial board
Cooling off
Escalation (In case of deadlock, decision taken to next shareholders meeting)
Concilliation
Exit of key person
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