Once the business exists for several years, it will probably be necessary to transfer shares or sell them to another shareholder. In order to protect your share of the business, you can be as detailed as you like when it comes to selling or transferring shares. As part of the shareholders` pact, you can make arrangements that may limit certain transfers or sales, or you can consider them from the perspective of the types of sales or transfers that would be allowed. A minority shareholder may require that a shareholder be able to sell the shares only if a shareholder makes the same offer to all shareholders, including minority shareholders. This is often referred to as the “long-day” provision. The objective was to ensure that minority shareholders get the same return on their investment as other shareholders. It is a useful document for all shareholders of the company, whether the shareholder is a minority or majority shareholder of the proposed company. 8) A shareholder pact protects the rights of minority shareholders and the investment value of their stake. Without an agreement, majority shareholders may impose issues that are not in the interest of minority shareholders. Once a shareholder contract is in effect, it can only be amended with the agreement of all shareholders, while the company`s by-laws can be amended by a majority of 75%, which means that a shareholder contract offers better protection to minority shareholders. In the absence of a shareholder contract, a minority shareholder (who owns less than 50% of the shares) generally has little control or control over the management of the company. In fact, control will often fall to one or two shareholders.
Businesses are generally majority-managed and although the statutes contain provisions relating to the protection of the minority, these may be amended by a special resolution by holders of 75% of the shares entitled to vote. There are laws that offer limited protection to minority shareholders, but they can be costly and may not get the necessary remedies. A well-developed shareholder pact takes time to understand the business and its objectives in order to create tailored conditions that meet the needs of the parties. If the majority shareholder has chosen to sell its shares to a third party, but can only proceed with such a sale in installments or tranches, so that it holds a portion of its shares until the final payment by the purchaser, a shareholders` pact may be used in these circumstances to govern its rights as a shareholder during the term of office. Being reduced to a minority shareholder, however, he may want to ensure that he has a seat on the company`s board of directors in order to have access to inside information and to participate in important decisions, as does the purchaser.