Shareholders agreement: Google is not your best friend

Linkedin Post

A shareholders’ agreement reflects the dynamics of the shareholders’ relationship.

A shareholders’ agreement typically sets out clauses relating to appointment of directors, quorum required for a shareholders’ or board meeting to be valid, procedures for directors or shareholders to decide on matters relating to the company, whether there are any reserved matters that require unanimous decision at shareholders’ or board meeting, how deadlock is resolved, transfer of shares and the rights and responsibilities of each shareholders.

Some business owners rely on Google for sample clauses or precedents for shareholders’ agreements.

Google is not your best friend in such instance.

Each precedent should be tailored to meet the shareholders’ specific requirements and circumstances. The shareholders’ responsibilities should be set out clearly, which may differ on a case-by-case basis, depending on the nature of business undertaken by the company.

#malaysiancorporatelawyer
#shareholdersagreement
#corporatelaw

This post was first posted on Linkedin on 8 February 2021.

Linkedin Post
Getting into the details to make a deal work

A big part of my role as a corporate lawyer has been listening to clients explain the commercial terms they want in their deals. The next step is asking the right questions that make those terms work in the real world. Sometimes the parties have a general idea of the …

Linkedin Post
Founder Exit: Legal Checklist to Avoid Delays

Before buyers commit, their lawyers will conduct legal due diligence that may uncover gaps or non-compliance which delay the founder’s exit or reduce the price. This list helps founders/ sellers resolve common legal issues before they’re flagged in legal due diligence. Share Capital & Shareholders  Have all past share allotments …

Linkedin Post
Founders selling for the first time need more than high-level legal advice

Some founders selling their businesses for the first time are not sure where legal advice is needed or how deep that advice should go. In past deals where I acted for buyers, I have seen: – A founder who asked their lawyer for a “high-level review” of sale and purchase …