As a starting point, shareholders could use the classic concepts of “Bad Leaver v. Good Leaver.” If a shareholder withdraws for inappropriate conduct, which would allow the start-up to terminate that shareholder`s employment contract, that shareholder would be considered a “bad start”. In a “bad start” situation, the start-up and/or other shareholders generally have the right to exchange the pensioner`s shares at a sharply reduced price (for example. B.dem initial purchase price). When a shareholder withdraws on the basis of the mutual decision of the shareholders or the shareholder withdraws due to circumstances outside the parties` control area, the outgoing shareholder is most often considered a “good outgoing”. It is worth being a “good descendant” because the outgoing`s shares are most often cashed in at a much higher price compared to the “bad start” situation. In a “good exit situation,” the withdrawal of shares could be based, for example, on the market value of the shares. The creation and/or other shareholders should always have the right to cash in the shares of a working shareholder if the service or employment contract of the working shareholder has been terminated – for example, the employment contract of the coder and the working shareholder Adam is terminated, and thanks to a well-written SHA, the start-up has the right to cash Adam shares. A critical mistake often made by startups is the use of an online shareholder pact or the creation of their own models by combining two or more web models. While search engines have revolutionized our access to information, we should not rely on the fact that they serve as commercial and legal advisors. If and if the roles of shareholders are defined, the next question is the startup`s decision-making process.
In most of the startups we supported, one or two of the founders were the majority shareholders, and before outside investors came into play, we must ensure that the majority shareholders are able, in all situations, to do what is necessary to develop the start-up. In this context, the SHA must always be carefully prepared, as it is important that the SHA allow majority shareholders to retain control of important decision-making, such as the right to appoint additional board members. It is also customary for the SHA to include lists of certain key decisions that require a qualified majority (explicitly defined as 2/3 of all votes) and/or written agreement of majority shareholders. How to manage a ceasefire in shareholder decision-making For all of the issues mentioned above and for many others, the shareholders` pact should serve as a guide to tell us how we act and what the consequences would be in these situations. As a result, a non-share agreement would increase legal uncertainty for both shareholders and the company itself. This agreement aims to cover topics that are often important to the founders, but which are not always covered by the company`s standard rules, in particular: as a startup-oriented law firm, we had several start-up clients at Nordic Law at the beginning of the period with the recurring question, Oldie-but Goldie – do we really need a shareholder contract (SHA), since we are all good friends and we are all good friends? Without exception, we always advise our start-up customers never to create a business without SHA, let alone a company without sha.