Shareholders of Corporations may wish to enter into a Shareholder Agreement, to be signed by all shareholders, to outline, regulate, and clarify their respective rights and obligations. We would be pleased to meet with shareholders and corporate directors to draft, review and finalize Shareholder Agreements and some of the items that should be considered and that we will review are set out but not limited to the following below:
1. Parties to the Agreement;
2. Business and Affairs of the Corporation Clarification:
i) number of Directors;
ii) meeting of the Directors – when, whom and how;
iii) quorum for the number of Directors required to constitute a valid meeting;
iv) voting rights;
v) deadlock provisions; and
vi) employment contracts;
3. Control Provisions:
i) compensation for Directors;
ii) issuing, redeeming or purchasing shares or securities;
iii) incurring of indebtedness – when, by whom and how; and
iv) declaration of bonuses and dividends, etc.;
4. Financing of the Corporation;
5. General Matters Relating to Transfers or Share Ownership:
i) issuing and transferring of same;
ii) prohibitions or restrictions against transfers;
iii) rules respecting pledging shares for debt or other matters, etc.;
6. Matters Relating to Acquiring or Disposing of Shares:
i) respecting third parties and rights of first refusal amongst existing shareholders, transmission of shares in situations of permanent disability, retirement or bankruptcy of existing shareholder;
ii) provisions for sell/buy between shareholders or "shotgun provisions" forcing one shareholder to sell or buy;
iii) transmission of shares in situations of permanent disability, retirement or bankruptcy of existing shareholder;
7. Non-Competition and Confidentiality Provisions, etc.
