Among the precedents reviewed is the reference to advances or loans from shareholders. Since shareholder holdings in capital companies generally include advances and/or loans as well as the underwriting or acquisition of shares, the lawyer who makes the document must either include them in the development of appropriate provisions or provide for them separately and in practice. It is also assumed that the closure mechanics are treated individually, either in a specific or generic way. Shareholder agreements vary considerably from country to country and industry to industry. However, in a typical joint venture or start-up, a shareholders` pact is normally expected to resolve the following situations: the potential for shareholder challenge is always present and poses a significant risk to the viability of a business. Many legal clauses can help reduce the uncertainty surrounding such disputes by pre-defining the mechanism for resolving such disputes and ensuring that a fair outcome is achieved. Unfortunately, many founders enter companies without understanding the importance of such clauses in a shareholder contract and can end up with toxic shareholders, lack of opportunity and many years of wasted effort. A legal battle between shareholders is costly and dangerous, but with the right legal clauses, it is not necessarily a total Pyrrhic victory to get a good result. The right of pre-emption allows shareholders to buy shares that another shareholder wants to sell first before the shares are sold to third parties. However, if shareholders cannot afford the shares, they can be sold to third parties. This allows shareholders to keep their percentage and protects them from unpleasant shareholders. However, this can lead to delays in the sale of shares and deter institutional investors from investing since they have more modest proportional shares, if a shareholder does not subscribe in full or in part to his share in cash-call until the specified deadline, other shareholders can acquire these remaining shares.
When a cash call results in the acquisition of new shares by a shareholder, either directly or via a loan convertible into shares, it ultimately results from the dilution of the shares of shareholders who did not participate in the cash auction. (e) loss of status. The issue of loss of status, in particular the right or qualification to practise a profession or activity, is of particular importance to the shareholders of companies whose activity is or is directly related to the practice of a profession. In the first case, the negative effects are easily noticeable. In the latter case, usually characterized by management companies, there can be no direct effect on the ability of activity, but the loss of status can create serious tensions among shareholders. Whether the loss of status is voluntary (for example. B retirement) or involuntary (contrast discipline and disability) can be taken into account if. B, for example, a management company is or is separate from professional practice or whether it has a role to play in a broader plan for shareholders. The shareholder contract almost always includes the rights of the company and/or other shareholders to acquire shares of a shareholder in the event of certain “big-hands” events.
These events include, for example, death, disability, bankruptcy and dissolution of marriage.