The content of a shareholders` pact should not be made public, but the content of the statutes. The statutes must be submitted to the Chamber of Commerce`s trade register and may be requested by anyone interested. To protect outside investors, there are anti-dilution clauses that are often at the expense of founders, former unprotected outside investors or other shareholders. They are not ideal for non-beneficiaries of anti-dilution rules, but the reality is that most of the most serious and experienced investors expect anti-dilution protection. While a SHA and the statutes were to be completed, a SHA may include a supremacy clause to ensure that the SHA annuls the statutes (in case of inconsistency, shareholders can then amend the articles accordingly). Because the statutes follow a legal model, they are not able to deal with matters that are unique to shareholders, as this would streamline the legal powers of the company. Conversely, a SHA can address all aspects of the shareholder relationship and address issues that are unique to those shareholders or that company, and even specify other agreements that must be concluded between individual shareholders and the company, such as contracts. B work, management agreements and technology transfer agreements (for example. B, intellectual property licenses, patents, trademarks or copyrights). They govern, for example, the purpose of the company, the manner in which directors are appointed and removed, how the general meeting of shareholders can be convened, which will represent the company and the rules applicable to the issuance of shares. A shareholder contract (SHA) is a contract between the shareholders of a company and often the company itself. A SHA defines shareholder rights and obligations, regulates the management of the company, ownership of shares, privileges, votes and various guarantees for shareholders. A SHA aims to set rules for shareholders to anticipate issues that may become controversial in the future.
Shareholders often have access to trade secrets, standard operating procedures, client and source lists, research and development, financial details and other sensitive or confidential information. A SHA may contain non-disclosure and non-competition clauses, compel shareholders to keep the secret and prevent them from working for competitors or other parties for whom the interests of the company could be harmed. In addition, this language may also contain a non-invitation clause that prevents or prevents a shareholder from making transactions with a company or person who has been or is the company`s customer.