Shareholders Agreement: 9 Key Terms To Include

A shotgun clause is effective when shareholders cannot get along or fail to agree on the management of the company by allowing one to buy out the others. However, if one shareholder has limited liquidity or capital it would be at a disadvantage vis-à-vis another shareholder with deeper pockets that knows of the other shareholder’s limited resources. This article does not exhaustively address all the possible terms and variations of a SHA but those that are most commonly used.

This Shareholder Agreement will help outline the expectations of all decision-making parties in a corporation, and it will be a critical document throughout the life of the corporation. Shareholder Agreements are very vital documents in the business structure of a corporation. Shareholder Agreements are used for large, multinational corporations (most, if not all, of these types of corporations, have Shareholder Agreements) and are also often in place for even small, closely-held corporations. This Agreement addresses not only issues that will come up in case something goes wrong, but good Shareholder Agreements cover the day-to-day activities of the corporation.

Navigating Share Purchase Agreements: Key Elements and Importance

Cash call clauses typically provide that if the company requires additional funding and cannot obtain such funding externally then the shareholders must, with advance notice, provide cash in proportion to their share ownership in the company. Such SHA provisions will normally specify if cash calls will be structured as an outright sale of shares, a shareholder loan or a loan convertible into shares. External funding, and related terms and conditions, is usually determined by a company’s board of directors and must comport with any protective provisions included in a SHA. The SHA, in this instance, may specify that such external funding must be obtained without any guarantees or support from the shareholders (unless each gives prior consent). Furthermore, a SHA is an inexpensive way to minimise the potential for business disputes by clarifying how certain decisions must be made as well as providing a framework and procedures for dispute resolution. Restrictions on the decisions made by the directors of the company can ensure protection on the management of the company for shareholders.

What is a shareholders agreement

The constitution covers things like the company’s purpose, share capital, rights attached to shares, shareholder meetings, directors’ appointments and powers, and financial reporting. In this clause of a SHA, provisions often exceed the protections in statutory or standard articles of association and provide supermajority provisions to approve certain acts. A supermajority requires a large majority of shareholders (generally 67% or more) to approve important changes. Standard articles https://www.xcritical.com/ of association often only require a vote by a simple majority (50%) for numerous issues. In the case of a voluntary transfer, the selling shareholder must ensure the terms of the offer to purchase its shares is also extended to the other shareholders in proportion to their respective share ownership. Tag-along rights exist to protect minority shareholders so, if a majority shareholder sells its shares, it gives the other shareholders the right to join the transaction.

How will a shareholders’ agreement help where two shareholders each own 50% of the shares?

A SHA can include non-disclosure and non-competition clauses that bind shareholders to secrecy and prevents them from working for, with or on behalf of competitors or such other parties that could damage the interests of the company. Additionally, this language can also include a non-solicitation clause that restricts or blocks a shareholder from doing any business with any company or person that was or is a client or customer of the company. When shareholders have different percentages of shares, it’s important to have a shareholders agreement to set out a varied dividends policy so different dividends can be payable to all shareholders at an agreed rate. This can solve much dispute and frustration in the future, especially if the company should experience a period of reduced profit at any point. A shareholders agreement signifies stability to the bank and creditors when trying to raise capital.

What is a shareholders agreement

The shareholders’ agreement is intended to ensure that shareholders are treated fairly and their rights are protected. The agreement includes sections outlining the fair and legitimate pricing of shares (particularly when sold). It also allows shareholders to make decisions about what outside parties may become future shareholders and provides safeguards for minority positions. The decisions that are bound by the unanimous approval requirement usually include the issuance of new shares or bonds, change in capital structure, appointment or removal of directors, and changes in major business operations. Despite benefiting the minority shareholders, the unanimous approval requirement also comes with drawbacks. The details depend on the nature of the entity, the class of shares, and many other factors.

When should I use a shareholders’ agreement?

A well-drafted agreement can contribute to the long-term success of a company by fostering collaboration, reducing conflicts, and ensuring that shareholders’ interests are aligned with the company’s growth objectives. Consulting legal professionals experienced in corporate law is essential to crafting a robust shareholder’s agreement that suits the unique needs of your business. A shareholder’s agreement is a legally binding document that outlines the rights, responsibilities, and obligations of individuals or entities that hold shares in a company. This agreement serves as a crucial tool for establishing a clear framework for governance, decision-making, and conflict resolution among shareholders.

  • In practice, the shareholders’ agreement plays an important role in a close corporation but not public companies.
  • Restrictions on the decisions made by the directors of the company can ensure protection on the management of the company for shareholders.
  • A SHA can include non-disclosure and non-competition clauses that bind shareholders to secrecy and prevents them from working for, with or on behalf of competitors or such other parties that could damage the interests of the company.
  • It can be between all or, in some cases, only some of the shareholders (like, for instance, the holders of a particular class of share).

Because it is governed by law, it helps to have an attorney oversee the process of writing a shareholders’ agreement. Under a more punitive variation of pay-to-play, an investor’s failure to participate in a future capital raise (whether dilutive or not) will cause that investor’s preferred shares to be converted into common shares. Consequentially, the investor will not only lose anti-dilution protection but also any liquidation preferences and other special rights attached to its preferred shares.

Save time

A shareholders agreement can be amended, and deeds added, meaning a new agreement doesn’t need to be drawn up should a new shareholder join. A deed of adherence is added when a new shareholder joins a company, and there is already a shareholders agreement agreed. This saves a great deal of time and money for all parties involved, and means business can continue without interruption. Shareholders agreements are a great form of protection and security for minority shareholders. It gives these shareholders a voice within the business on subjects they may not have had much influence on without the agreement, such as distribution of profits and large spending.

These should be carefully considered to ensure that whilst the appropriate levels of control are there that these also enable a company to operate in its sector and that directors can still carry out the day to day running of the business. A shareholders’ agreement ensures and grants protection, particularly to these minority shareholders, by clearly defining their rights and obligations towards the company. https://www.xcritical.com/blog/what-is-a-shareholders-agreement-in-cryptoinvesting/ Apart from protecting the minority shareholders, the shareholder agreement may also protect the majority shareholders where minority shareholders are uncooperative. For example, majority shareholders may require the inclusion of a drag-along provision that allows them to sell part or all of the shares at a specific time and price even if the minority shareholders are unwilling to agree on the transaction.

Directors and the board

A caveat with respect to put options is that the company or remaining shareholders may not have the funds to buy out the shareholder exercising the put. One way to mitigate this problem if there must be a put option is to specify that payments can be in instalments, and until fully paid, the put shares will be held in escrow. In this instance, it would be important to specify who will have the voting rights attached to the shares in escrow.

Authorization
*
*
Registration
*
*
*
*
Password generation

Tomsk State University of Control Systems and Radio Electronics

Tomsk State University of Control Systems and Radio Electronics was founded in 1962. It contains more than 25 destinations for studying, 12 faculties.

Nowadays more than 5000 students living in more than 100 cities of Russia and CIS countries are studying with the use of distance learning technologies.

It takes the 17th place in the ranking of world universities (among Russian universities) and 1001+ place in the ranking of world universities.

Moscow State University of Technology and Management of K.G. Razumovsky

Moscow State University of Technology and Management of K.G. Razumovsky was founded in 1953. In 2010, by the order of the Ministry of Education and Science of the Russian Federation, the university was named by Count Kirill Grigoryevich Razumovsky, the first Russian president of the Imperial Academy of Sciences. It contains more than 30 destinations for studying.

In 2014, by the decision of the Ministry of Education and Science of Russia, the university was awarded the status of the First Cossack University. The university has 18 regional institutes, where about 40 thousand students are studying.

Nostrification of documents

Notification of documents – is a standard procedure for the recognition of foreign documents (diplomas / certificates), which gives them legal force at the Russian territory.

The process is very difficult and need s a time preparation.

Our specialists will do everything to save your time and eliminate the need to go to Moscow, hire an interpreter, visit a notary, etc. This service is available for clients who have signed an official contract with our company. A certificate will be sent to your address.

Consultation on admission

This service is free.

Our specialists will help you to choose the university. Moreover, we will give you a step-by-step instruction, which make your admission to the university easier.

Feedback form

Fill out an application

Nostrification of documents

Consultation on admission to Russian Universities!

St. Petersburg Polytechnic University of Peter the Great

St. Petersburg Polytechnic University of Peter the Great was founded in 1899.

The university has a status of Public / National research university. In July 2013, Polytechnic University was among the winners of the competition for the status of “Leading Universities of Russia”. It is included in the TOP 1000 best Russian universities. There are more than 50 destinations for studying.

St. Petersburg State Technological Institute

St. Petersburg State Technological Institute was founded in 1828. It contains 6 faculties, more than 68000 graduates, 110 of which were elected academicians and corresponding members of the Russian Academy of Sciences and branch academies.

St. Petersburg State Institute of Technology witnessed the first scientific achievements and raised hundreds of technical specialists who are the engine of financial progress in Russia.

Moscow Aviation Institute

Moscow Aviation Institute (MAI) nowadays is one of the largest universities in Russia, which has a technical destination. Moscow Aviation Institute was founded in 1930. It contains 5 branches, 13 institutes, more than 30 destinations for studying.

During all time of its existence, MAI has graduated more than 175 thousand engineers and technical specialists.

In 1980 MAI was awarded with the Order of the October Revolution. In October 2009, MAI became one of the 12 best universities in Russia. The title “National Research University” was awarded to the Institute by the decision of the Government of the Russian Federation.

Documents translation

Our company provides the service of notarized translations of the following documents: passports, driver’s license, birth certificate, diplomas, certificates, etc. You can check the full list of documents with our specialists.

Photo studio

You don’t have to go anywhere!

In our studio you can take all necessary photos: passport, foreign passport, student’s  ID card, visa photo, etc.

Russian language courses

We offer 3 months free for our students of Russian language courses.

You will learn: language base, grammar, sentence structure, etc. Some subjects at the university are studied in Russian, that’s why it is so important to understand what is being discussed.

Own ticket office

Students of our company can purchase the tickets they need right in the office.

Our specialists will help you to choose a convenient flight and date. Parvoz Lines is a reliable assistant for your flights. (Ligovsky Prospekt 43-45, 8-981-800-56-56).

Peoples' Friendship University of Russia

Peoples’ Friendship University of Russia (RUDN) is a multidisciplinary university in Moscow, which was founded in 1960. The university is known for graduating specialists not only for Russia, but also for foreign countries.

In 2010, the American-Russian Business Union awarded gold medals “Innovations for investments to the future” to 3 innovative developments of the RUDN. In 2011, RUDN took first place in the national ranking of universities according to the criterion of “International activity”. In October 2015, RUDN joined the League of BRICS Universities, which united the most prestigious universities of the BRICS countries.

National Research Tomsk State University

National Research Tomsk State University (TSU) was founded in 1878.

In summer 2013, TSU won the nationwide competition of universities for the right to the status of a leading university in Russia. In 2020, the Quacquarelli Symonds agency published the ranking of the best universities in the world QS World University Ranking 2021 — one of the most authoritative rankings in the academic community. Tomsk State University entered the TOP 300 strongest universities in the world, taking the 250th position.

St. Petersburg State Agrarian University

St. Petersburg State Agrarian University was founded in 1904. It contains 8 faculties and more than 30 destinations for studying.

St. Petersburg State Agrarian University is the oldest agricultural university in the country. The University graduated highly qualified specialists who are in demand of the labor market of the agro-industrial complex of Russia.

St. Petersburg State University of Architecture and Civil Engineering

St. Petersburg State University of Architecture and Civil Engineering was founded in 1828. It is one of the oldest universities in Russia, which contains more than 20 destinations for studying.

More than 500 teachers work in the university where 70% of them are with academic degrees and titles. Two teachers are academicians, seven are corresponding members and seven are advisors of the Russian Academy of Architecture and Construction Sciences (RAASN). 25 teachers are the members of the other Russian and international academies. More than 400 teachers were awarded with orders and medals, honorary titles and certificates of various levels for success in their work.

St. Petersburg State Forest Engineering University

St. Petersburg State Forest Engineering University was founded in 1803. It contains more than 20 destinations for studying and takes 235 place in the TOP-1000 universities in Russia.

It is the oldest forest university in the country. The whole history of the university is connected with the forest industry, with its development and changes. Now the number of specialists graduated by the university in the sector of forestry and the forest industry exceeds over 75 thousand.

Leningrad State University of A.S. Pushkin

Leningrad State University of A.S.Pushkin was founded in 1992. It contains 11 faculties and 5 branches.

Today, more than 12 thousand students and postgraduates are studying at the university in educational programs of secondary vocational and higher education. More than 400 teachers work at 31 departments, among which 82.7% of teachers have academic degrees and titles, 23.4% of them are doctors of sciences, professors.

St. Petersburg State University of Civil Aviation

St. Petersburg State University of Civil Aviation was founded in 1930. It contains 4 faculties and 20 destinations for studying.

Thousands of graduates were awarded by government awards and badges “Excellent student of Aeroflot”, more than 200 were awarded the honorary titles “Honored Navigator of the USSR”, “Honored Pilot of the USSR”, “Honored Transport Worker”, and more than 20 graduates were awarded by the high title of Hero of Socialist Labor and Hero of the Soviet Union.

St. Petersburg State University of Information Technologies, Mechanics and Optics

St. Petersburg State University of Civil Aviation was founded in 1930. It contains 4 faculties and 20 destinations for studying.

Thousands of graduates were awarded by government awards and badges “Excellent student of Aeroflot”, more than 200 were awarded the honorary titles “Honored Navigator of the USSR”, “Honored Pilot of the USSR”, “Honored Transport Worker”, and more than 20 graduates were awarded by the high title of Hero of Socialist Labor and Hero of the Soviet Union.

Moscow State Technical University of M.A. Bauman

Moscow State Technical University of M.A. Bauman was founded in 1830.

In 2008, it received the European Quality Award “for striving to achieve high quality educational services in accordance with international standards.” In 2014, the Expert RA agency awarded the university a rating class “B”, meaning a “very high” level of graduates; the only university in the CIS.

In the international university ranking QS 2019/2020, Bauman Moscow State Technical University ranked  the 284th place among the TOP 1000 universities of the world, which is the fifth result among all universities in Russia.

St. Petersburg State University of Telecommunications named after Professor M. A. Bonch-Bruevich

St. Petersburg State University of Telecommunications named by Professor M. A. (SPbSUT) Bonch-Bruevich was founded in 1930. There are 30 faculties in the university.

In 2009, the Telecommunications Research and Innovation Center was established at SPbSUT. Since 2012, SPbSUT has become a member of the International Telecommunication Union.

Izhevsk State Medical Academy

Izhevsk State Medical Academy was founded in 1933.

It is one of the oldest universities in the region, graduating doctors of both broad and narrow profiles: pediatricians, dentists, therapists, surgeons, obstetricians and gynecologists, neuron pathologists, psychiatrists, oculists, forensic medical experts, pathologists.

In 1995, the Izhevsk State Medical Institute received the status of an academy and was renamed the Izhevsk State Medical Academy.

Saint Petersburg State University

Saint Petersburg State University was founded in 1724.

The university is rich in its history and to this day retains the status of one of the leading universities in the country. At the moment, there are more than 5 thousand teachers and more than 20 thousand students.

In the 11th of November, 2009, Russian President Dmitry Medvedev signed a law which regulates the activities of two leading universities in Russia — MSU and St. Petersburg State University. Universities were given a special status of “unique scientific and educational complexes, the oldest universities in the country, of great importance for the development of Russian society.”

Smolensk State Academy of Physical Culture, Sports and Tourism

Smolensk State Academy of Physical Culture, Sports and Tourism was founded in 1950. It contains 19 destinations for studying and 5 faculties.

During all time of its existence, more than 15 thousand specialists in the field of physical culture and sports, sports medicine and sports management, 600 masters of sports, MSMC and Honored Masters of Sports were graduated from Academy University. Many graduates of SSUS have gained the worldwide fame.

In 2005, the Smolensk State Institute of Physical Culture was awarded the status of “academy”.

Smolensk State University

Smolensk State University was founded in 1918. For a long time it functioned as a pedagogical university; it received the status of a classical university in 2005.

As of 2020, the university has 9 faculties and more than 30 departments; graduating conducted in bachelor’s, specialist’s, master’s and postgraduate programs. The staff consists of more than 300 teachers; about 5 thousand students are graduated.

St. Petersburg State University of Aerospace Instrumentation

St. Petersburg State University of Aerospace Instrumentation (GUAP) was founded in 1941.

In 2015, GUAP became a member of the international CDIO community and entered the international ranking of the best higher education institutions ARES-2015. In 2014, the Expert RA agency included the university in the list of the best higher educational institutions of the Commonwealth of Independent States, where it was awarded the rating class “D”.

VHI insurance policy

VHI insurance policy for foreign citizen – necessary document for staying in Russia.

It gives the right for getting free medical care on the territory of the country if it is necessary. As practice shows, anyone needs VHI insurance policy.

Our company offers a service for VHI registration before your arrival.