Shareholders’ agreement is a tool for the contractual regulation of relations between shareholders/participants of companies that is widely used in jurisdictions of the Anglo-Saxon legal system (in particular, the UK and the US), but also recognized and regulated by the laws of countries that have continental legal systems (including Russia, Germany and Italy).
The core value of this tool is that it allows for:
- redistributing the rights of shareholders in the domain of corporate governance, regardless of the number of votes that a particular shareholder is granted under the law based on the number of shares owned by said shareholder;
- increasing the liquidity of shares of non-public companies by granting to shareholders additional rights to dispose of their shares under certain circumstances and by establishing corresponding obligations of other shareholders for the acquisition of such shares;
- providing for the undertakings of shareholders related to the promotion of business development, competitiveness and the economic security of a company that cannot be established by the articles of association and internal documents of the company;
- stipulating mechanisms for settling disputes among shareholders out of court or through arbitration.