Conflict Between Articles Of Incorporation And Shareholders Agreement

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The issuance of the compulsory transfer of shares by outgoing employees/shareholders is dealt with in section 7.13. It is customary to note that individual promoters of a company may hold in their personal names certain valuable rights that are used by the company (for example.B. rights to the source code or other IPs, domain names, trademarks, etc.). It is common for proponents to have done a significant amount of preliminary work prior to the creation or start of the trade, and proponents may, with the best of intentions, have acquired such valuable rights in their own name in order to transfer them to the business, but cannot reach the business. In the end, this can have unfortunate consequences for a business if relations with a developer holding such rights are broken and such a developer claims ownership of those rights. Sometimes the transfer of these rights is dealt with in a service agreement between the company and the project proponent or in a separate company for intellectual property rights. However, these should be treated with some caution, as it is often found that a developer did important work prior to the creation of the business or the start of his work with the company, and the provisions of a service contract may not be sufficient to cover the ownership of the intellectual property rights developed before the start of employment. For these reasons, it is therefore wise (even at the risk of a certain doubling) to provide, in a shareholders` pact, that all these rights relating to the company`s activity (whether they were developed before or after the date of the shareholders` pact) belong to and be transferred to the company. In many cases, these rights will be an important part of the value of the business and it may be difficult to attract future external investments if there is uncertainty about the ownership of these rights. When a shareholder contract is entered into as part of an investment by an external investor, such an external investor will almost without exception solicit such commitments from the promoters.

If a buyout is likely, an outside company must acquire more than 50% of the outstanding shares of the company. A majority shareholder may hold 50% or more of a company`s shares, but he or she may not have the authority to authorize a buyout, unless, depending on what is included in the company`s by-statutes, additional assistance has been received.


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