Shareholder Agreements


OVERVIEW
Why do I need a shareholder agreement?
What is a shareholder agreement?
Who needs a shareholder agreement?
When to put in place a shareholder agreement?

CONTENTS OF A SHAREHOLDER AGREEMENT
Ownership of the company
Directors & decision making
Issuing new shares in the company
Creating different classes of shares
Voluntary transfer of shares
Compulsory transfer of shares
Valuation of shares
Post termination non-compete clauses
Drag along and tag along clauses
Sharing profits & dividends
Cross option agreements: death of a shareholder
Deadlock & dispute
Investor & shareholder rights


LEGAL CONSIDERATIONS
Should the company be a party to the agreement?
What effect do quasi-partnership rights have?
What effect does divorce have?
Who needs to sign a shareholder agreement?
Should a Shareholder Agreement be executed as a deed or simply signed?
What are a shareholder’s rights to obtain accounting information?
Do shareholders have the right to receive a share certificate?

WHAT CAN GO WRONG?
Why to avoid ambiguity at all costs
Why to avoid off-the-shelf agreements?
How to deal with an ex-employee who still has shares in the company?
Children minors problems being shareholders in a company?

HOW TO GET STARTED
Why start with heads of terms?

Canopy Law