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Shareholders Agreement Dutch Law

Some important clauses that often appear in a shareholders` agreement are the following: the issues you do not want to disclose, such as. B financial agreements should therefore be defined in the shareholders` agreement. The joint venture agreement can address the following issues: A written shareholders` agreement often contains conditions that, initially, may create confusion or ambiguity. Some of these terms are therefore explained below. A shareholders` agreement may contain agreements, for example: shareholder conflicts often depend on the wording of the shareholders` agreement. It is therefore essential that the agreement be drafted by a qualified lawyer. Where several parties intend to set up or operate a joint venture, or where they wish to invest as an investor in a business (with equity), there are a number of important issues on which shareholders often enter into agreements in the shareholders` agreement. The shareholders` agreement could provide answers to the following questions: If an investor subscribes to shares or preferred shares, he usually concludes a participation contract with the company. The participation agreement covers issues such as the amount of the investment and the conditions applicable to the investment. At the same time as the participation agreement, the investor is often a party to the shareholders` agreement (or a shareholders` agreement is concluded if it does not yet exist).

Conflicts with these rights must be resolved by the shareholders` agreement itself. For example, a disagreement between minority shareholders and majority shareholders in the sale of shares will likely be resolved by provisions known as drag along and tag along clauses. The former impose the obligation to transfer to minority shareholders and the latter allow the minority shareholder to sell his shares at the same time as the majority shareholder. The shareholder is also subject to the general principle of good faith. They must ensure that their actions are both reasonable and fair in all matters related to the business. However, shareholders are not subject to respect for the general interest of the company, this responsibility being left to the board of directors of the company. Association agreement The shareholder agreement deals in detail with the cooperation of shareholders. This agreement contains specific agreements on the day-to-day activities of the partners. Shareholders` agreement or articles of association As long as all shareholders are equally managers, they are aware of the advantages and disadvantages of the company. The same is not the case for shareholders who do not hold a management position.

Finally, a partnership agreement can be easily supplemented or amended by the contracting parties themselves, while an amendment to the articles of association requires a notarial deed. . . .

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