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Shareholders agreements

Shareholders agreements

Postby jantra » Mon Jan 23, 2017 6:02 pm

If executed as a deed by a director, can a shareholders agreement bind the company as being party to it.
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Re: Shareholders agreements

Postby atticus » Mon Jan 23, 2017 8:38 pm

Yes, if it is expressed to be executed by the company as a deed. If it is merely stated to be executed as a deed by an individual who just happens to be a director, no.

Normally the execution clause would say something like

Executed by Jantra & Co Limited
Acting by Fred Jantra, a director,
In the presence of ...
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Re: Shareholders agreements

Postby dls » Tue Jan 24, 2017 6:07 am

It would not still be a shareholders' agreement, since it is not an agreement between shareholders.

Of course it depends what it is trying to achieve, but there will be non-obvious reasons why companies are not usually party.
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Re: Shareholders agreements

Postby atticus » Tue Jan 24, 2017 6:50 am

Shareholders Agreements often contain covenants by the company, which is therefore also a party.
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Re: Shareholders agreements

Postby jantra » Tue Jan 24, 2017 7:36 am

That's it Atticus

If all shareholders sign the shareholders agreement or deed of adherence, does this fetter the company (russell v northern...) or bind the company? The SHA spells out certain actions that the company must seek shareholder consent for.

For info only as I'm metting with my solicitor later today.
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