Overall, these transactions involve a company that financially assists an individual in buying shares in that company. In most countries, registering a shareholder agreement is not necessary for it to be effective. Indeed, it is the greater perceived flexibility of contract law in relation to corporate law that provides much of the rationale for shareholder agreements. The shareholders` agreement also contained a clause stipulating that in the event of a conflict between the provisions of the shareholder contract and the Constitution, the provisions of the shareholder contract prevailed. Shareholders invest in the company by making money available in exchange for a partial interest in the company (shares). A shareholders` pact aims to protect shareholder participation and find ways for shareholders to work together to grow the business. However, this flexibility can lead to conflicts between a shareholder contract and a company`s constitutional documents. Although the laws differ from country to country, most disputes are generally resolved as follows: a board of directors of Live Board Holdings Limited has decided to interpret new preferential shares to new shareholders and new common shares to existing shareholders. the shareholders` covenant clause deprived directors of the power to issue shares and reserve them for shareholders; and some shareholder agreements provide that a future amendment to the agreement can be made with less unanimous approval, but this is done on a „agreed agreement“ that is not legally enforceable.
While it is possible to include „proxy“ provisions in a shareholder pact to mitigate this issue, they are complex and often give rise to disputes between the parties to the shareholders` pact. Conversely, majority shareholders intend to include provisions that give them the flexibility to make decisions for the company, without the influence of minority shareholders. Therefore, these issues must be taken into account when developing the shareholder contract. The judge found that the relevant provisions of the shareholders` pact and the Constitution had different purposes, even if the result (i.e. the issuance of new shares) was the same. In particular, the Court found that, in light of the above, the Court held that the review of the above must be consistent with the 75% consent requirement in the Constitution, in addition to the requirement for simple majority approval of shareholders under the shareholders` pact. On this basis, the issuance of shares was cancelled. the clause of the shareholders` pact did not have the effect of lifting the ban on different class rights without the agreement of the holders of 75% of the shareholders of the class concerned. Whenever you have two or more shareholders in a company, it is a good idea to have a shareholders` pact to protect the rights of all. Again, a shareholders` pact can govern these transactions in a more concrete way, including: while incorporations and shareholder agreements govern both shareholder rights and obligations, they generally come through different subjects depending on the circumstances of the company. The two documents should cooperate and be carefully developed to ensure that they are not in conflict or create insecurity in situations where security is the target.