Shareholder Agreement

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Definition of "Shareholder Agreement"

A Shareholder Agreement is an agreement between all or some of the shareholders (or stockholders) of a corporation. This contract establishes the rights of shareholders and the duties and powers of the Board of Directors and management. A Shareholders' Agreement is very beneficial when the Corporation is closely-held or there are only a few shareholders. Also known as a stockholder agreement. A typical shareholders' agreement might do some or all of the following:

  1. determine rights related to the sale, issuance or subsequent distribution of shares (e.g. rights of first refusal, piggyback rights and pre-emptive rights);
  2. set out the rights and duties of the officers and other management;
  3. create options to buy or sell the shares (a shotgun clause);
  4. determine what will happen in case of death, retirement, etc., of a shareholder (with the value of the shares to be calculated according to a certain formula);
  5. establish the number of Directors on the Board and their duties;
  6. provide existing shareholders with the right to approve future shareholders.

Shareholder Agreement Resources