This article deals with shareholder agreements unanimously, or « USAs, » as they are often called, which are a certain type of shareholder pact recognized by the Business Corporations Act (Canada) (the « CBCA »), which can be used to limit some or all of the powers and powers of a company`s directors in the management of a company`s business and business. , and Section 137 of the BCBCA, which is analogous to the American concept and provides for the limitation and delegation of directors. In particular, this article compares and contrasts with the relevant provisions of the CBCA and the BCBCA with respect to the limitation and devolution of executive powers. 2.1 Governance (a) The company is governed by a shareholder-appointed board of directors (the board of directors) within the meaning of this agreement. Right to first refusal: If a shareholder wishes to sell his shares and part of the company, he must first propose to sell his shares at fair value to other shareholders. If the shareholders cannot buy them, the selling shareholder can offer them to a third party. In the event that a candidate on the board of directors of one of the shareholders does not vote on the provisions of this agreement and acts as a director, the shareholders agree to exercise their right as shareholders of the company and in accordance with the company`s statutes, to remove that candidate from the board of directors and to elect such a person on the spot or even in their place who will do its best to implement the provisions of this agreement. , but only if the shareholder whose candidate has been withdrawn does not appoint a successor within fourteen days of the date on which the candidate was withdrawn. Shareholder agreements are developed taking into account the nature of the transaction, the structure of the business and the needs of a company`s shareholders, but the following clauses are generally provided for in the agreement: it is reasonable to have a dispute resolution mechanism in a shareholders` pact, even if it is a pellet gun buyback clause (for example.
B Group A calls for an end to the business relationship. You say to Group B, « We will buy your shares for the XXX amount. » Alternatively, Group B can use « No. » We will buy your shares for the same amount. This counter-offer option is designed to ensure that those who try to buy the other party offer a fair price or even a premium. Such a mechanism will lead to the separation of the shareholders in dispute and the compensation of the outgoing shareholder. Where possible, the resolution mechanism should require the recalcitrant shareholder to do as little as possible to make it work. Corporate legal documents available online and a comprehensive precedent agreement are also available in the British Columbia Company Law Practice Manual (looseleaf, The Continuing Legal Education Society of BC). (This section simply ensures that shareholders cannot be diluted by allowing the company to issue more shares. It gives shareholders the right to participate in proportion to new sales of public treasury shares.) C. Pat, Chris, Jean and Mikey are all shareholders and the company`s authorized capital consists of an unlimited number of shares without face value, 3.5 If more than one bidder has sent the seller a notice of purchase indicating his willingness to purchase the proposed shares, the purchaser buys all the shares that include the shares proposed in the parties they may agree with, or , in the absence of an agreement, in the common share shares of each buyer, calculated without reference to the seller`s shares.