shareholders' agreement

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shareholders' agreement

n. an employment agreement among the shareholders of a small corporation permitting a shareholder to take a management position with the corporation without any claim of conflict of interest or self-dealing against the shareholder/manager. Such agreements are common when there are only three or four shareholders.

References in periodicals archive ?
ENPNewswire-August 2, 2019--PIRELLI: SHAREHOLDER AGREEMENTS
In this context of low legal protection, given the intense frequency with which companies have the use of shareholder agreements, Brazil is a natural barn capable of providing the opportunity for understanding the possible consequences of this mechanism on the value of the firm.
Stockholder or shareholder agreements often include a process and a purchase price or formula for the buy-back of stock in the event of termination.
In conjunction with the merger agreement, CIR also entered into shareholder agreements with deferred effect with FCA and Ital Press relative to their respective future shareholdings in GELE.
"Shareholder Agreements and Joint Ventures in China" deals with the legal framework and structuring of a joint venture in China, with information on both the more traditional kinds of joint ventures and the more recent use of shareholder agreements when acquiring shares in an existing company.
In Letter Ruling 200546027, (16) an S corporation could have been deemed to have a second class of stock due to its distributions to shareholders and the terms of shareholder agreements. As soon as the corporation realized the problem, it (1) recharacterized distributions in excess of a shareholder's rightful amount as loans between the corporation and the shareholder; (2) amended the current shareholder agreements to mandate that the purchase price for shares equal their fair market value (FMV); and (3) required that all distributions to shareholders be proportionate to stock ownership.
We would recommend you take specialist legal and tax advice when putting in place shareholder agreements.
Katotakis, the author considers the interplay between the current securities law practice and the effect of rights of first offer and first refusal in shareholder agreements, which can functionally resemble lock-up agreements.
Russo focuses on acquisitions, preparing partnership and shareholder agreements, drafting business contracts, preparing securities, and advising clients on regulatory matters.
But these valuations discount the price heavily because 1) there is not a large market for the small holdings of individual shareholders without a controlling interest, 2) the regulations surrounding ownership qualifications of Sub S companies, and 3) due to restrictions imposed by shareholder agreements, since each Sub S company has its own shareholder agreement.