A shareholders agreement records important matters between current and future shareholders. It also includes the objectives of the company. This creates clarity and prevents disputes. It is advisable to make clear and enforceable arrangements regarding the rights and obligations of the shareholders. VIOTTA can help you with that. Would you like to draft or review a shareholders agreement? Contact us today.
What does a shareholders agreement look like?
There is a great deal of freedom in formulating the shareholders agreement. For example, it is possible to deviate from the articles of association and in certain cases even from the law. The content of a shareholders agreement can therefore be tailored to your company. The following agreements, among others, can be included in a shareholders agreement:
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- distribution of shares
- capital to be paid up upon incorporation (equity capital)
- appointment of directors and supervisory board members
- voting requirements (simple or special majority)
- approval of certain (board) resolutions
- adoption of a (periodic) business plan
- information rights for shareholders
- non-competition obligation
- remuneration for (management) activities
- agreements on the use of intellectual property rights (licences)
- mandatory offer of shares or a dispute settlement regulations
- valuation method for the shares
The role of a lawyer
Each party to a shareholders agreement has its own interests and objectives. As a result, a dispute may be imminent. The provisions of a shareholders agreement play an important role in disputes between shareholders. If a party to a shareholders agreement no longer complies with the agreements made therein, immediate action is often required.
At VIOTTA, we have extensive expertise and knowledge in the field of shareholders agreements. Should a conflict arise, our specialists are ready to provide you with appropriate advice, whether or not in the context of legal proceedings.
Need to `squeeze out’ a shareholder? VIOTTA is pleased to help
Sometimes a shareholder’s conduct harms the company’s interests to such an extent that his continued membership cannot reasonably be tolerated. The shareholder concerned can then be forced by the court to transfer his shares. It is important that such a “squeeze-out” takes place smoothly and quickly and that unnecessary costs are avoided.
Our lawyers have many years of experience with squeeze-out proceedings and will be pleased to assist you with the squeeze-out of a shareholder. Do you want to have a shareholders’ agreement drafted or reviewed, or do you want to start exit proceedings? At VIOTTA we like to think along with you. With an eye for detail, but without getting bogged down in the details.
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VIOTTA is a law firm based in Amsterdam, specialising in providing advice in the areas of corporate law, mergers and acquisitions, contract law and corporate & commercial dispute resolution. We advise in transactional matters and litigate in commercial disputes. VIOTTA provides legal advice to its clients on Dutch corporate law matters, such as corporate governance, board structures, directors’ duties and liabilities, joint ventures and other collaborations. VIOTTA advises purchasers, sellers, management and other stakeholders in domestic and cross-border mergers and acquisitions (M&A).