Shareholder Agreement Vs Joint Venture Agreement

If so, to whom? Z.B. to an interconnected group of shareholders first, then to others? We successfully plan and prepare joint venture agreements and shareholder agreements and discuss the differences between a joint venture agreement and a shareholder pact. Contact us, your lawyer in Florida and help you plan and execute a joint venture agreement or shareholder agreement. There are two types of joint ventures: an informal joint venture agreement without its own legal personality, in which the relationship is governed by the terms of the agreement, or a registered joint venture in which individuals form a separate company and become shareholders. The company will own the company`s assets and manage its operations through a board of directors. Business opportunities for your core business? For example, through licensing or distribution agreements? Should there be agreed terms for the joint venture to enter into a contract with one of the contributing shareholders or associated companies? Should the chairman of a shareholder meeting or board meeting vote? Who should be the president? If you have more than 50% of the voting shares, you can decide when you distribute dividends. Otherwise, shareholders will not have an automatic right to dividends. Do shareholders have to agree in advance on dividend policy measures? The content of a shareholders` pact is similar to that of a joint venture agreement, but there are some differences. In most cases, shareholder agreements relate to the financial participation of an existing company and related issues, while joint venture agreements contain more than technical know-how or the supply of equipment, among others. I recommend you keep this checklist safe to read it if you need it.

If you have to ask a lawyer for help, I hope you have a pretty clear idea of why you want a shareholders` pact and what you might want to cover. One day, it could save you money! Another common mistake in developing a joint enterprise agreement is to take into account only the positive results. No party will want to propose that the project may not be successful, but it is precisely in times of distress that the agreement is called into question. A shareholders` pact contains provisions that specify, among other things, the number of shares issued, the fair share price, the shareholders and their share of ownership, the decision-making process of a new shareholder and restrictions on share transfers. o A change in the way a particular shareholder is owned or controlled? How can its value be realized, and by whom? Should the parties agree to sell the joint venture to third parties? My approach is to recommend that the parties to a joint venture consider and agree on how they plan to deal with all potential issues; should then try to keep the company structure, articles and each shareholder pact as clean and simple as possible. If the interests of shareholders are represented by their directors appointed to the board of directors, most issues can be resolved by the board of directors. But beware, if the interests of a shareholder are really different from those of the company itself, an appointed director might not comply with his obligations as a director if he votes as decided by his nominating shareholder. It may therefore be helpful to ensure that certain issues are decided or ratified by the shareholders themselves. When you partner with a company, it is essential that your trade agreements be formalized.

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