Shareholder’s Agreement

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In our seminar at the Winchester School of Art on the 12th March 2015, our guest speaker, Renold, discussed Shareholders’ Agreements. Here, we briefly list some of the matters to be considered in a Shareholders’ Agreement (in addition to the usual standard clauses in a legal agreement):

  1. Who should be in the management team
  2. How to appoint the Management team
  3. Conflicts between the Agreement with the Company’s M&A
  4. Meetings – what constitute a meeting, notices …etc
  5. Consents
    1. Change of nature of business
    2. New members
    3. Merger, acquisition and disposal
    4. Winding up
    5. Sale and investment
    6. Borrowing
    7. Capital expenditure
    8. Hiring and dismissing key staff
    9. Distribution
    10. Settlement of claim
    11. Compensation of wages
    12. Write-offs
    13. Banking
    14. Management information
  6. Exiting the business – good leaver, bad leaver
  7. Valuation
  8. Financial obligation
  9. Transfers
  10. Tag-along right
  11. Payment terms
  12. Confidentiality
  13. Security
  14. Life insurance
  15. Indemnity insurance
  16. Non-competition
  17. Access to records
  18. Notice and change of contacting details
  19. Employment contracts

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