As an investor, it is important to protect your financial interests. One way to do so is by establishing a shareholders agreement with the other owners of a company. This agreement outlines the responsibilities, rights, and obligations of each shareholder, as well as the rules surrounding ownership transfers and other important matters.
Here are several things to look out for when reviewing a shareholders agreement:
1. Shareholder Rights and Obligations: The agreement should include the rights and obligations of each shareholder, such as the right to vote on company decisions, the obligation to provide financial support, and the right to receive dividends. It should also address how decisions will be made and what measures can be taken when a shareholder breaches their obligations.
2. Share Transfer Provisions: The agreement should contain clauses outlining how shares can be transferred or sold. Limits on who can own shares and the transfer process should be included. For instance, can shares be sold to non-shareholders or must the transfer be approved by a majority vote?
3. Dividend distribution: The agreement should specify when the company is allowed to distribute dividends. It should also outline the terms of the distribution, including how much each shareholder is entitled to. Dividends can be distributed regularly or on an ad-hoc basis. The shareholders should establish a policy on when and how dividends are paid.
4. Dispute Resolution Mechanisms: There are many ways to resolve disputes, and the agreement should outline the methods available to the shareholders. The options include mediation, arbitration, and litigation. It should also state who will bear the cost of the conflict resolution process.
5. Shareholders’ Voting Rights: The agreement should outline the voting rights of shareholders, including how decisions are made and the quorum required to pass a motion. This includes the number of shares a shareholder is allowed to vote.
6. Non-compete provisions: The agreement should establish the length of time a shareholder is prohibited from competing with the company if they choose to leave or sell their shares. This provision protects the company from losing key employees or investors that establish a competing business.
7. Confidentiality provisions: The agreement should include clauses that specify how confidential information must be handled. It should also outline the consequences of violating these provisions.
In conclusion, it is critical to review a shareholders agreement carefully before investing in a company. It is important to ensure that all shareholders understand their rights and obligations, and that the agreement is in accordance with current corporate laws and regulations. Establishing a clear and comprehensive shareholders agreement can prevent misunderstandings and disagreements between shareholders, which can otherwise lead to a risk of financial loss.