In addition, a majority shareholder wants to prevent minority shareholders from sharing confidential information about the company with competitors or forming competing companies, each of which can be included in the agreement. As a general rule, it is better to enter into a shareholders` agreement when creating the company and issue the first shares. In fact, it can be positive to ensure that there is a common understanding of shareholders` expectations of the company. At this point, shareholders should, as far as possible, have a similar opinion on what they expect and receive from the company. If disagreements between investors at this stage are too strong to form a shareholders` agreement, it will likely warn that alarm bells are ringing about the nature of their future employment relationship. A shareholders` agreement includes a date, often the number of shares issued, a capitalization table (or „cap“) that lists the shareholders and their percentage of ownership of the corporation, any restrictions on the transfer of shares, the subscription rights of current shareholders to purchase shares (in the case of a new issue to maintain their stake), and details of payments in the event of the sale of the corporation. The term „against“ means something to consider, or „it is.“ For example, a clause in a shareholders` agreement may indicate that the parties want to document their mutual understanding. Other restrictions on transfers and ownership may be included in a shareholders` agreement, including the requirement for shareholders to sell their shares in the event that a major shareholder becomes disabled and is no longer able to operate the business or adequately support the corporation, the insolvency of a shareholder, or upon retirement or termination of employment of the corporation. Shareholder agreements are governed by state laws, but federal laws — especially Securities and Exchange Commission (SEC) regulations — are involved because stocks are securities, especially stocks that are publicly available.
External financing and related conditions are usually determined by a company`s board of directors and must comply with the guarantees contained in a SHA. In this case, the SHA may stipulate that this external financing must be obtained without guarantee or support from the shareholders (unless each gives their prior consent). .