Shareholder Agreement Lawyer

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Shareholders Agreement

Dangers of Having None

Dangers of Generic

Value of Custom Agreement

Component Parts

Major Share Deals

Acquisition / Merger

Divestiture / Sale

Buy-Out: Shotgun

Buy-Out: Put / Call

Buy-Out: Negotiated Exit

Investor Buy-In

Hostile Takeover

Shareholdings

Public vs. Private Shares

Majority Shareholders

Minority Shareholders

Investing in Shares

Shareholder Essentials

Incorporation and Shares

Shareholders Meeting

Shareholder Disputes

Shareholder Laws

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COMPONENTS OF A SHAREHOLDERS AGREEMENT

There are a number of core components to a unanimous shareholders agreement which provides such a contract with value to its corporate shareholders.

A unanimous shareholders agreement tends to have a number of core aspects that provide benefits and protections to its corporate stakeholders, however simply relying upon boilerplate legal terms exposes one to the dangers of generic / boilerplate unanimous shareholders agreements, such that the engagement of knowledgeable legal counsel to create a customized unanimous shareholders' agreement tends to have far superior value.

The core components of a unanimous shareholders agreement can include:

- Identification of Parties

- Recitals

- Interpretation

- Representations

- Scope and Nature of Shareholders’ Relationship

- Conduct of the Affairs of the Corporation

- Financing

- Restrictions on Transfer and Right of First Refusal

- Dispute Resolution and Compulsory Buy-out (Shotgun Clause)

- Obligation to Join in a Sale (“Drag-along”) and Piggy-back Rights

- Obligation to Purchase/Obligation to Sell

- Indemnification and Discharge of Guarantees

- Insurance Policies

- Sale on Death (and Permanent Incapacity)

- Wills/Alter Ego Trust

- Default Provisions

- Share Valuation

- Miscellaneous and General Provisions

For knowledgeable and experienced legal representation in negotiating and drafting a unanimous shareholders agreement that is capable of advancing and controlling your business interests and those of the corporation, contact us at Chris@NeufeldLegal.com or as follows:

Calgary, Alberta: 403-400-4092 (admission: Alberta Law Society)

Toronto, Ontario: 416-887-9702 (admission: Law Society of Upper Canada)

New York City: 646-681-4491 (admissions: New York State Bar, Southern and Eastern Districts of New York - United States District Court)

 

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