Shareholders` contracts are different from the company`s articles of association. While the articles of association are mandatory and the company`s activity regime is in place, a shareholders` agreement is optional. This document is often from and for shareholders and exists certain rights and obligations. Perhaps the most useful is for a company to have a small number of active shareholders. Bookrunner, which acts as a stabilisation manager, i.e. supports the price of the company`s shares after admission, may request the existing founders/controlling shareholders to enter into a share loan agreement on part of their retained shares. A lead manager will normally oversell shares, i.e. prevent more than 100% of the issue, so that the lead manager has a net short position. The lead manager will then close his short position by buying shares in the market, but if the price exceeds the issue price, he can instead borrow shares under the share loan agreement to sell to investors and acquire other shares from the company under an option known as the Green Shoe option. The terms of the share loan agreement must be reviewed, the counterparty risk must be taken into account and you want to negotiate the payment to the issuer of a share (perhaps 50%) of the profits and commissions that the stabilizing manager earns from trading the shares lent under the share loan agreement. Normally, pending the IPO, a new full-length agreement or a new letter of appointment would be put in place. You want to ensure that you have separate contractual set-off for the debts of the company`s directors and that the company covers them as part of insurance for directors and senior executives. You also want to check the terms of a service contract or letter of appointment.
Typical topics that need to be negotiated in a service contract are termination provisions, the possibility for the company to put you on a garden vacation, the extent of your obligations, and your overall compensation package. You may also be asked to file an instrument of destruction of competition that needs to be carefully considered. Many entrepreneurs who create startups will want to design a shareholders` agreement for the first parties. This should clarify the original intentions of the parties; In the event of a dispute, as the company matures and changes, a written agreement can help resolve the issues by serving as a point of reference. Entrepreneurs may also wish to include who can be a shareholder, which happens when a shareholder is no longer able to actively hold their shares (e.g.B. is disabled, dies, resigns or is dismissed) and who has the right to be a member of the board of directors. The agreement contains sections that set out the fair and legitimate pricing of shares (especially when selling). It also allows shareholders to make decisions on external parties likely to become future shareholders and offers protection for minority positions. A shareholders` agreement includes a date, often the number of shares issued, a capitalization table (or “cap”) that lists the shareholders and their percentage of ownership, any restrictions on the transfer of shares, the subscription rights of current shareholders to purchase shares (in the case of a new issue to maintain their share of ownership) and details of payments in the event of the sale of the business. .