In some cases, it is desirable to include a right in which the company may buy back shares in a business because of death, insolvency, disability or the founder`s participation in a division of family assets, for example. B in case of marriage. These provisions require the shareholder concerned to resell his shares to the company (or other shareholders). These provisions often include a mechanism for assessing the repurchased shares. A SHA may contain terms in the statutes; However, a SHA is generally larger and offers more protection to shareholders. There is no standard form that adapts HSAs flexibly to the specific needs of shareholders. Articles and SHAs are often complementary. In many legal systems, the statutes can only be changed by the adoption of a special decision (75% or more of the shareholders present and voting at a general meeting). However, a SHA often requires unanimous approval of its revision, but may also require approval by a super majority (a number of votes far more than half of the voting shares, but less than 100%). Disagreements or failures in relationships are common in the economy.
One of the important objectives of shareholder agreements is to ensure that there is a mechanism in place to deal with such situations. This can be done by implementing some of the terms of sale described above (for example. B put/call option, shot-gun clause, etc.). Other methods include defining dispute resolution methods, such as mediation before the start of court proceedings, or the application for arbitration. In this SHA clause, the provisions often exceed protection in the legal or standard statutes and provide for provisions of the majority for the approval of certain acts. A super-majority requires a large majority of shareholders (usually 67% or more) to approve significant changes. Standard statutes often require only a simple majority (50%) for many subjects. The majority provisions are protectiantes, because they require a large number of shares to approve issues such as share repurchases, mergers and acquisitions or disposals of assets (including intellectual property), issuance of new company securities, changes in the company`s by-law, adjustments in the number of board members, the underwriting of bonds above a certain threshold and the decision to sell shares to the public, among others. The agreement contains sections that set out the fair and legitimate pricing of shares (especially during the sale).