Shareholder Agreements In Public Companies

Italian corporate law contains specific provisions for shareholder agreements concerning listed or unlisted companies. Before intervening in a shareholder pact, one must ask very carefully whether it is the owner. Who owns how many shares (and for what contribution – cash? Time? intellectual property, etc.) ? And how are these shares held? It`s time to talk to tax experts about serious personal tax planning. Too many entrepreneurs ignore this important aspect of stock ownership only to find that if they “deposit,” they have big tax problems. Consideration must be given to the benefits of using family trusts or issuing shares to spouses and children. How is the holding of shares (and subsequent sale) handled by the tax authorities? Is it a disadvantage to grant stock options to employees instead of giving them shares (with possible free movement provisions)? Please note the corresponding articles on “structuring” and “sharing the cake.” A “cape table” (i.e. a large print table) is essential. In most countries, registering a shareholder agreement is not necessary for it to be effective. Indeed, it is the greater perceived flexibility of contract law in relation to corporate law that provides much of the rationale for shareholder agreements. Feel free to consider a model of agreement, although not professionally developed, for specific details.

It`s going to at least get you started. Don`t rely solely on the advice of your lawyer. Lawyers have their prejudices and can point you in a direction that is not in your best interest. (Note – do they act for you personally or for the company or for other shareholders?) Talk to other entrepreneurs who have gone through this exercise. Your experience can be worth a lot of legal lunches! The manner in which directors and board members are elected should also be described in the agreement. It describes the measures on which shareholders can vote and the need for a two-thirds majority or majority. For example, shareholders could vote on this: there is no substitute for good corporate governance. Even small businesses with few shareholders are better served by good governance practices. Instead of trying to anticipate any future event or try to be overly prescriptive, a structure that ensures the installation of an experienced board of directors is probably the best approach. What for? Directors are responsible to the company – NOT to shareholders, as is generally believed. If the directors of this mandate complete in a serf way, many problems can be solved. On July 10, 2018, the Supreme Court of Cassation established important principles for contracts of unlisted partners (judgment 18138).

A shareholders` pact focuses on the coordination of the shares as well as the conditions and guarantees of these shares. This section should also provide that shareholders ensure that a business plan (i.e. budget) is established and updated, approved and in effect at any time. On October 8, 2018, the Brescia Court of Appeal struck down a clause providing for the automatic renewal of an unlisted shareholder contract after a legal period of five years (judgment 1568). Under financial uniformity (Dlgs 58/98), agreements of publicly traded partners are subject to publicity, while unlisted shareholder agreements are generally not disclosed to third parties. The Tribunal also found that the duration of a shareholder contract could only be renewed at its end with the express agreement of the parties.