[B] Duress–Defined Duress is defined as that degree of constraint or danger, either actually inflicted or threatened and impending, which is sufficient in severity or in apprehension to overcome the mind and will of a person of ordinary firmness.
All of the shares listed above and any additional shares of the capital stock of the Corporation that may be acquired by the Shareholders in the future shall be subject to this Agreement. Cause an quarterly report to be sent to the Shareholders not later than 30 days after the close of the quarter year, such quarterly report will be used to identify and approve any distributions in accordance with this Agreement; 3.2.3. Subject to the limitations in Section 3.7, the Secretary of the Corporation will [SECRETARY DUTIES]. Panda Tip: In drafting this section, think of anything that would be upsetting to a shareholder if the action were taken without them having a say, perhaps entering into certain types of business transaction, hiring, or other significant actions. Panda Tip: This can be a common issue for dispute among shareholders, each thinking the other is not working hard enough, getting paid too much, etc. Each Shareholder agrees that as long as he or she is the owner, or in control of, any of the Corporation’s shares, the Shareholder will not be employed, concerned, or financially interested, either directly or indirectly, in the same or a similar business as that conducted by the Corporation, or compete with the Corporation. Unless he or she obtains the written consent of each of the other Shareholders, each Shareholder agrees never to disclose to any individual or organization, except in authorized connection with the business of the Corporation, any customer list, or any name on that list, or any trade secret, process, or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time. The net profits or net losses of the Corporation for each fiscal year will be determined on an accrual basis in accordance with generally accepted principles of accounting. Shareholders may elect to not take a distribution, but instead offer the moneys as a loan to the Corporation. Loans to Shareholders shall be paid in order of priority with the oldest loan being paid first, unless the Shareholder waives such write to first payment. All Shareholders must consent to voluntary dissolution. The President, or any Shareholder or Shareholders appointed by the President, will perform the following acts, as necessary, to wind up the affairs of the Corporation: Article 8 – Transfer of Shares 8.1. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale. To accomplish the purposes of this Agreement, any transfer, sale, assignment, or encumbrance of any of the shares of the Corporation, other than according to the terms of this Shareholder Agreement is void. This sale will be made within sixty (60) days after the appointment of a legal representative for the Deceased Shareholder’s estate. Any and all sales hereunder with respect to the Departing Shareholder shall be made within sixty (60) days after written notice of intent to sell served on the Corporation and the remaining Shareholders. To exercise this right, the non-departing or surviving Shareholders provide written notice to the Corporation no later than ten (10) days prior to the effective date of sale. Any dispute relating to this Shareholder Agreement, or arising out of or relating to operations of the Corporation, or the rights or obligations of the Shareholders, shall be settled by: [RESOLUTION OPTIONS]. All notices, demands, requests, or other communications required or permitted by this Shareholder Agreement (other than routine communication relative to business operations) will be in writing sent to the following: [CORPORATION] [CORPORATION ADDRESS] [CORPORATION CITY], [CORPORATION STATE], CORPORATION ZIP] [SHAREHOLDER 1] [SHAREHOLDER 1 ADDRESS] [SHAREHOLDER 1 CITY], [SHAREHOLDER 1 STATE], [SHAREHOLDER 1 ZIP] [SHAREHOLDER 2] [SHAREHOLDER 2 ADDRESS] [SHAREHOLDER 2 CITY], [SHAREHOLDER 2 STATE], [SHAREHOLDER 2 ZIP] [SHAREHOLDER 3] [SHAREHOLDER 3 ADDRESS] [SHAREHOLDER 3 CITY], [SHAREHOLDER 3 STATE], [SHAREHOLDER 3 ZIP] [SHAREHOLDER 4] [SHAREHOLDER 4 ADDRESS] [SHAREHOLDER 4 CITY], [SHAREHOLDER 4 STATE], [SHAREHOLDER 4 ZIP] 10.3. In the event of any litigation concerning this Shareholder, the prevailing party shall be entitled, in addition to any other relief that may be granted, to reasonable attorneys’ fees.
After filing the Corporation’s original Articles of Incorporation, file any informational certificates that may be required by the California Secretary of State; 3.2.4. Subject to the limitations in Section 3.7, the Treasurer of the Corporation will [TREASURER DUTIES]. Use of detailed Employment Agreements, or placing those terms here, can help alleviate future disputes. Article 5 – Distributions of Income and Losses Panda Tip: This section makes sure the shareholders have the same expectations in terms of when they can get money out of the business and ensure that distributions do not undermine the financial needs of the company. Article 6 – Shareholder Loans To The Corporation 6.1. A Shareholder may issue a loan to the Corporation upon approval by all Shareholders and only under the following conditions, unless otherwise agreed upon. Article 7 – Dissolution of Corporation Panda Tip: Things happen in business and whether voluntarily or because of failure of the business, dissolution procedures should be agreed upon in advance to avoid costly disputes later on. Panda Tip: Distribution or resale of shares to outsiders can implicate a myriad of legal regulations that this agreement is not designed to address, that is why this clause is important. Panda Tip: You can select arbitration, mediation, or perhaps a trusted third party. All parties to this Shareholder Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement.
However, where there are a relatively small number of shareholders, like in a Startup company, it is quite common in practice for the shareholders to supplement the constitutional document.
There are a number of reasons why the shareholders may wish to supplement (or supersede) the constitutional documents of the company in this way: Shareholders' agreements vary enormously between different countries and different commercial fields.
The issue arises from the confluence of (1) shareholders desire to strike, by contract, a particular balance of power in company management matters and (2) the lack of clear and predictable regulation of the resulting agreement under Russian law.
This article attempts to lay out several of the most important obstacles to the enforcement of shareholder agreements.A separation agreement that is a product of coercion, duress, or undue influence can be set aside.Duress, coercion, and undue influence are discussed below.A shareholders' agreement (sometimes referred to in the U. as a stockholders' agreement), SHA in short is an agreement amongst the shareholders of a company.In strict legal theory, the relationships amongst the shareholders and those between the shareholders and the company are regulated by the constitutional documents of the company.Duress may take the form of unlawfully inducing one to make a contract or to perform some other act against his own free will. duress, the party making the claim must make a convincing showing that the agreement was coerced by means of a wrongful threat such that the exercise of free will was precluded.” [C] –Proof Two factors must be proven to establish “duress” to set aside a prenuptial agreement: (a) that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will and (b) that this condition of mind was caused by some improper and coercive conduct of the opposite side.