A shareholders` pact (sometimes called the U.S. Shareholders` Pact) (SHA) is an agreement between shareholders or members of a company. In practice, it is analogous to a partnership agreement. It can be said that some legal systems do not properly define the concept of a shareholders` pact, regardless of the definition of the particular consequences of these agreements. There are advantages to the shareholder agreement; to be precise, it helps the company maintain the absence of advertising and maintain confidentiality. Nevertheless, some drawbacks should be taken into account, such as the limited effect on third parties (particularly assignees and stock buyers) and the change of agreed items may take time. In most countries, registering a shareholder agreement is not necessary for it to be effective. Indeed, it is the greater perceived flexibility of contract law in relation to corporate law that provides much of the rationale for shareholder agreements. 4. Shareholder Pact (SHA) – the purpose of a shareholders` pact is to describe a company`s modus operandi and specify the rights and obligations of shareholders.
The SHA defines, among other things, shareholder rights such as the right to first refusal, the pricing mechanism, voting procedures, privileges and shareholder protection. At the time of investing in a company, investors will permanently execute a SPA (share purchase contract already mentioned). A SHA is executed if an investor does not buy 100% of the business. Another important part of a startup`s SHA is the non-compete clause – the start-up`s shareholders should generally be prevented from competing directly or indirectly with the start-up`s activities. As with the confidentiality clause, the non-compete clause should be in effect during the SHA`s validity period and for some time after the departure of a shareholder from the start-up. However, when including a non-competition clause in the SHA, founders should always pay attention to the definition of « business, » since the non-competition clause applies to competing activities in the start-up business. Normally, according to the definition of operation, it is not included that the companies were not or were not considered from the creation. For example, if the activities of Finnish start-up HealthyFinn Oy Ltd have focused on health technologies, a non-compete clause should not prevent shareholder Tom from operating in the field of gambling.
1. Confidentiality or Confidentiality Agreement – A Non Disclosure Agreement (NDA) is entered into between two parties prior to the disclosure of classified information, with the aim of identifying confidential information and maintaining its confidentiality. As a general rule, NDAs are executed by companies/individuals who plan to do business together. For example, a company that introduces an investor will sign an NDA with the potential investor before exchanging information about itself. The most important feature of a SHA is that it offers confidentiality.