Should a withdrawing shareholder be able to force other shareholders to buy his shares? If he is expelled from the country, will he be able to keep his shares? When a shareholder (such as a founder) receives shares to make certain commitments to the company over time, certain penetration conditions must be established. For example, if a founder quits, he should lose a percentage of his shares (if he accepts a vesting at 3 years and stops after 6 months, he loses 5/6 of his shares. Perhaps the outgoing shareholder should sell part of its shares to the company (or other shareholders, on a pro-rata basis). In this case, an evaluation method should be defined (see below). (may contain details and the end of death in Article 2) What is the judicial jurisdiction? Should also be routines such as meeting communications – addresses, etc. and other details, z.B. that the agreement is binding for heirs and successors. With regard to shareholder agreements through listed companies, where an agreement provides for the regulation of the corporate governance of a listed company or its controlling entity, it must be – in accordance with art. 122 and 123 of the Single Finance Act (Dlgs 58 / 98): The Tribunal has confirmed that the provisions of the shareholders` pact for the appointment of boards of directors are not contrary to the provisions of the general meeting provided for in Article 2364 of the BGB, according to which the appointment of members of boards of directors and review committees must be decided at reflection meetings. Any company holding a shareholder needs a shareholder pact. Even if your business is private (no shares sold to the public) and is closely linked to a small number of shareholders, it is important to have an agreement.
Small private companies often use these agreements more than large state-owned enterprises. In the first part of the agreement, the company should be identified and identified as one party and the “shareholders” as the other party. A “pump gun” clause is often used to force a buyback. Here`s how it works: Shareholder A offers its shares at a certain price per share (for 2 shareholders). B may accept this offer or in turn propose A the same conditions, in which case A must accept. This ensures that A offers a “fair” price. Essentially, one party will eventually buy the other party (of course, the two parties can, by mutual agreement, agree on a price – it`s easy if a shareholder wants to withdraw to pursue other interests. It will be more difficult if both want to own and manage the business. The gun approach is ideal for small businesses where values are not too high because they prefer the party with more financial resources. For high-tech companies with high valuations and several shareholders, the pellet gun approach would not work very well.
The agreement contains sections that set out the fair and legitimate pricing of shares (especially during the sale).