Our firm advises, negotiates, and drafts shareholders agreements and advises on measures companies can use to oblige shareholders and partners to sign shareholders agreements.
In these types of agreements, partners, companies, and third parties can agree on issues that would not be feasible without using shareholders agreements because of the rigid nature of certain provisions of the articles of association.
Shareholders agreements are used to govern their relationships. Organisational pacts are common to shift decision-making from the company to the parties to the agreement, tailoring the organisation and operation of the company and decision-making to real needs. There are also attribution agreements that give the company advantages over the partners, such as requiring all or some of the partners to contribute to the company in certain circumstances.
In Anglo-Saxon law (which has growing influence), these agreements are divided into quasi-partnership agreements, joint venture agreements and investment agreements.
The partners or shareholders regulate issues that concern them using these shareholders agreements, as well as profit-sharing determined by equity participation in the company. They are also used to govern the actions of one or more partners to the detriment of others; and when partners have certain obligations, such as contributing own funds when cash flow is needed; or establishing the obligation to sell shares to other partners if an external investor wants to buy all shares (drag along) or when all or any of the partners want to join the sale of shares if any third party makes an offer for a partner’s shares (tag along).
In short, our expertise with shareholders agreements enables us to offer quality advice, which customers appreciate, and which avoids disputes. These matters are very troublesome if not properly regulated.