You may provide in your shareholders` pact that shareholders and directors modify the articles in the event of a conflict to allow the terms of the shareholders` pact. This way, just remove any conflict when it occurs. In Dear and Griffith/Jackson  EWCA Civ 89, the Court of Appeal set aside a High Court decision to establish conditions in a shareholders` pact („SHA“) in order to resolve a contradiction between the SHA and the company`s statutes. As you think, the next step will be to get the agreement of your shareholders. Even if you have a good model, you need to look at each offer carefully. Since the shareholders are contracts, they are subject to the ordinary rules of contract law and, in the event that a dispute over the size of a provision of the shareholder contract arises, a court would attempt to establish, as a primary means of interpretation, what was the intention of the parties on the basis of the text of the contract. On the other hand, in many respects, language is fairly standardized in the statutes and many of the provisions of the statute have been subject to judicial review over the years, so that there may be a judicial precedent that can assist in the interpretation of these provisions. Situations in which inconsistencies arise between the statutes and a shareholders` pact are taken into account in section 8. While everything is often harmonious between shareholders when you start your engagement in a company, unexpected events can often lead to disagreements between the parties.
A shareholders` pact aims to provide a mechanism for managing conflicts and preventing uncertainties in the future. Even if this does not seem necessary at first glance, a shareholder contract will serve as an insurance policy for the future and, even if there is no dispute in the future, it will be a useful tool to regulate the participation of the parties to the company. In its most basic form, it looks like a simple partnership contract, but rather for a company. As a general rule, it will indicate ownership of shareholders` shares, limit the transfer of shares and the levels of authority of shareholders and directors of the state to make business decisions, for example. B the date on which the transaction and the company`s assets can be sold. There is no standard form of the shareholders` pact, so they are flexible to meet your needs. Shareholder agreements may provide that other agreements are made between individual shareholders and the company, such as. B: directors` service contracts (employment contracts), transfer of commercial premises to the company, supply contracts to the company or company, management agreements or technological agreements (e.g.IT or licenses, patents, trademarks, copyrights or software agreements). This ensures that all necessary legal arrangements will be taken at the same time as your protection or protection of your business. Shareholder agreements establish additional obligations between shareholders themselves and complement articles with a deeper organization of shareholder relations. The main „attraction“ in the development of a shareholder contract is the fact that it is a private document – that is, unlike the articles, it does not need to be registered with Companies House. As things stand, corporate articles will always prevail or „prevail,“ as lawyers say.
Nothing you can do will change that. But there`s a way around it. The Companies Act is the external framework that governs what you can do with your business. It is, to some extent, a flexible framework. You have to stick to what is defined as fixed law (for example. B the legal rights of shareholders), but you can vary the flexible parts if you wish.