We believe that the Shareholders Agreement is an essential and necessary tool for all the companies that have several shareholders. This private document becomes of more relevance in the case that the commitment of the partners to the day-to-day running of the company is asymmetrical, as may be the case with a financing shareholder.
The aim of the Shareholders´ Agreement is in its core to regulate the relations between the shareholders, and between the shareholders and the company.
A Shareholders Agreement normally establishes certain counterweights, for example by means of vetoes or qualified majorities, in order to limit or to impede the undertaking of certain actions carried out by one or more partners, and all this, with the aim of guaranteeing that these actions are known by all the shareholders, that they are accepted by the shareholders that add up to at least a certain percentage of the share capital, or even to guarantee the acceptance of this referred potential actions by a specific partner.
Similarly, the Shareholders Agreement must guarantee the possibility for the management team to carry out the day-to-day administration of the company without being in need to ask the shareholders to accept its decisions.
In short, although it may seem that all Shareholders' Agreements are the same, in order to execute it correctly it is necessary to carefully analyse the company, its stage of development and the profile of its shareholders, to be able to establish a Shareholder´s Agreement that may guarantee an optimal equilibrium between the shareholders themselves and also between the ownership and the daily management of the company.
Posted by BAUM