Regardless of the type of shareholder pact used, the agreement can be useful for many purposes that are best demonstrated by the use of an image. Consider the case of a minority shareholder who wants to leave the company and sell his stake in the private company. The shares of a private company are often illiquidant, especially in the case of a minority stake. At times, however, the only plausible purchaser may be the majority shareholder, the majority shareholder may place an unrealistically low value on interest rates. A shareholders` pact is able to solve this problem by imposing a fair valuation method and procedure to be followed when selling the shares. (ii) a unanimous shareholder agreement (a “USA”) is a contract in which all shareholders of a company are associated and signed by the company. A U.S. can deal with issues that are generally dealt with as part of a general shareholder pact. In addition, the Business Corporations Act (Ontario) (“OBCA”) and the Canada Business Corporations Act (“CBCA”) provide that a U.S. may limit the board`s authority to govern or oversee the management of a business. In these circumstances, shareholders inherit the rights, powers and obligations and commitments of directors. There is, however, an important counterpart. While acquirors are now considered existing U.S.
parties without notice, they have the right to withdraw their purchase after learning of the agreement. The exact procedure and rights depend on whether the shareholder acquired his shares directly from the company or as an acquirer. wakulatdhirani.com/tag/unanimous-shareholder-agreement/ On January 1, 2007, amendments to the provisions of the Ontario Enterprise Act (CBO) came into effect. The amendments mark a change in approach to the difficult question of how and when the USAs bind new shareholders. In addition, a shareholders` pact may include the following additional measures to ensure a fair outcome for all parties involved: for example, XYZ Corporation is owned by A, B and C. A owns 80% of the voting shares, while B and C hold 10% respectively. The Board of Directors is composed of A, B and C. In order to prevent B and C from being able to make all business decisions excluding A, the decision on certain important issues concerning the company may be made subject to A`s concurring vote.