Shareholders Performance Agreement

As a general rule, a shareholders` agreement contains a number of mutual commitments of the contracting parties which provide for the consideration of the contract. The examples are as follows. Under the standard rules of contract law, any party to the shareholders` agreement may request, if the agreement does not provide for a provision to settle disputes, a declaration, damages, an injunction or an injunction on the specified performance, in order to prevent other parties to the agreement from acting against its terms. However, the effect of an injunction may indirectly affect the company`s ability to exercise its legal right to amend its articles of association, capital, structure or other similarly protected provision. A shareholders` agreement is a legally enforceable contract and, in many cases, the rules of application and remedies available in the event of infringement will be the normal rules of contract law. Apart from the data protection element, companies with complex decision-making mechanisms aimed at protecting the interests of several shareholders can benefit from a negotiating advantage by making a potential party who reads the Constitution aware of the company`s internal power dynamics. It is a good practice for a company to adopt new articles of association when a shareholders` agreement is put in place, so that the articles of association comply with the terms of the shareholders` agreement. In addition, issues such as the issuance and transfer of shares, board meetings and shareholders` meetings are often better dealt with in the company`s articles of association and not in the shareholders` agreement, since, unlike shareholder agreements which only bind the parties to the shareholder agreement, the articles of association are automatically binding on all members. There is a general misunderstanding that a shareholders` agreement can only be concluded when the company is created, but a shareholders` agreement can be concluded at any time during the life of a company. Another method is the specific service, which is a remedy that can only be granted by judicial decision and which requires the injuring party to provide the service provided for in the contractual conditions. The concrete service is a remedy of convenience that is granted only at the discretion of the Tribunal.

The absence of a shareholders` agreement opens up the potential for litigation between shareholders and a dispute resolution clause is a common feature in shareholder agreements, which aims to prevent differences of opinion and identify appropriate ways to resolve disputes. The breach of a negative provision in a contract may be curbed by an injunction. Its use is very limited, as it is used in the limitation of trade, where it is often the most effective remedy, even if it is related to a claim for damages and in areas such as infringement of copyright and patent contracts. The general rules of equity applicable to the granting or non-provision of a particular benefit generally also apply to injunction orders. Another protection for minority shareholders is that once in force, a shareholders` agreement can only be amended to the original agreement with the agreement of all shareholders, while the company`s articles of association can be amended by a majority of 75%. As a result, the former offers better protection. This implies the power of the Tribunal to order the rectification and rectification of the written terms of a contract, so that it accurately reflects the initial agreement of the parties. . . .