Shareholders’ agreements are intended to regulate the operation (governance and management) of the company, as well as the relationship between partners in their role as partners, and the future development of the company’s activity.
Corporate legislation cannot regulate certain matters, or, sometimes the law works differently to how many partners or shareholders presume.
For this reason, in order to avoid unpleasant surprises or a business closing down due to conflict, it is wise to regulate certain matters for the correct "coexistence" of the different company partners.
Shareholders’ agreements usually regulate key aspects of the management and administration of the company (majority vote needed in key matters, business strategies, remuneration of certain positions, etc.), as well as the relations between shareholders (non-competition and confidentiality agreements, entry of new partners, departure of members, penalties for non-compliance, cases of transfer of shares between partners, etc.).
Shareholders’ agreements are not opposable to the company, but they have full effectiveness among the shareholders, for whom they hold the force of law, and who agree to fulfil its dictates. The content of the agreement implemented in the statutes is opposable to the company and third parties.
In ALCAZAR LAWYERS AND CONSULTANTS, we have extensive experience in advising clients to formalize shareholders’ agreements, thus clearly establishing the "rules of the game" in the company, and helping to guarantee the company’s survival in the future.