Equity Shareholders Agreement With Call Option In Wake
Description
Form popularity
FAQ
Much like any other contract, a shareholders' agreement is legally binding. Therefore, in most cases, the standard rules of contract law will apply regarding enforceability and the remedies available if a breach of that agreement or a dispute occurs.
The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality. In some states, elements of consideration can be satisfied by a valid substitute.
A put and call option agreement for use by a private limited company where the seller grants the buyer a call option over shares and the buyer grants the seller a put option over the same shares.
Under the standard rules of contract law, any party to the shareholders' agreement may, if no provision is made in the agreement to resolve disputes, seek a declaration, damages, an injunction or order for specific performance to stop other parties to the agreement acting contrary to its terms.
The Shareholders Agreement can allow the directors to create an option pool where a percentage of equity (often 10-15%) can be allocated to employees and advisors through an employee share option plan (ESOP).
As a legally binding contract, a shareholder agreement is enforceable if it aligns with the rules of contract enforceability. That means that the things like the basic contract requirements of offer, acceptance, and consideration will apply in order for a shareholder agreement to be enforceable.
Forced buyout of a shareholder It's possible through a buy-sell agreement, cross-option agreement, share buyback, or other valid contract. These provisions trigger in certain circumstances, such as when a shareholder dies, files for bankruptcy or divorces. Mergers and acquisitions can also be triggers.
What is included in a shareholder agreement? Decision making. The shareholder agreement states how business decisions are made. Joining the business. Provide for what happens in the event of death or incapacity. Settle internal disputes. Anticipating certain situations.
The shareholder agreement should specify the frequency for meetings, quorum to vote on issues, and how meetings can be called when special issues arise. The agreement should also provide the rights and responsibilities of Shareholders and Directors and rules on appointment of Directors.
A put and call option agreement for use by a private limited company where the seller grants the buyer a call option over shares and the buyer grants the seller a put option over the same shares.
