A shareholder agreement is a contract among the shareholders of a company that outlines their rights and responsibilities, and is written up by experienced business lawyers in Sri Lanka. It governs the management of the company and the relationships between the shareholders. Here is what it typically includes:
- Ownership Structure: Details on the distribution of shares among the shareholders and any conditions regarding share ownership.
- Governance: Provisions related to the management of the company, including the appointment of directors, decision-making processes, and voting rights.
- Transfer of Shares: Rules regarding the transfer or sale of shares, including right of first refusal, tag-along rights, and drag-along rights.
- Dividend Policy: Guidelines on how and when dividends are paid out to shareholders.
- Dispute Resolution: Mechanisms for resolving conflicts among shareholders.
- Confidentiality: Clauses to protect sensitive company information from being disclosed.
- Exit Strategy: Provisions related to the exit of shareholders from the company, including buyout options and valuation methods.
- Pre-emptive Rights: Rights that allow existing shareholders to purchase additional shares before the company offers them to outside buyers.
- Deadlock Resolution: Procedures for resolving situations where shareholders or directors cannot agree on significant issues.
- Miscellaneous Provisions: Any other clauses relevant to the specific needs and circumstances of the shareholders, such as non-compete agreements or intellectual property rights.
The agreement done by corporate lawyers in Sri Lanka is designed to protect the interests of all parties involved and ensure smooth operation and management of the company.
Is a shareholder agreement important for a start-up business?
Yes, a shareholder agreement is particularly important for a start-up business. Here is why:
- Clarity and Structure: It provides a clear framework for how the company will be managed and how decisions will be made, which is crucial for a start-up where roles and responsibilities might be evolving.
- Conflict Resolution: It helps prevent and resolve conflicts among founders and early investors by outlining procedures for handling disagreements.
- Protects Interests: It protects the interests of all shareholders by specifying their rights and obligations, which is important when starting with a small group of key stakeholders.
- Future Growth: It sets the stage for handling future changes, such as additional rounds of funding, new investors, or changes in the ownership structure.
- Exit Strategy: It defines the terms under which shareholders can exit the business, which is important for planning long-term strategies and attracting future investors.
- Transfer of Shares: It includes provisions for transferring or selling shares, which helps maintain control over who can become a shareholder.
In short, a shareholder agreement helps ensure that everyone is on the same page and reduces the risk of disputes, which is especially valuable in the dynamic and often high-pressure environment of a start-up.
What happens if a shareholder agreement is breached?
If a shareholder agreement is breached, several consequences and actions may arise:
- Legal Action: The non-breaching party can take legal action against the breaching party together with the best lawyers in Sri Lanka. This might involve filing a lawsuit for breach of contract, which could result in court-ordered remedies such as damages or specific performance.
- Damages: The breaching party may be liable for damages resulting from the breach. This includes compensation for any financial losses or harm caused by not adhering to the terms of the agreement.
- Injunctions: The court might issue an injunction to prevent further breaches or to enforce specific terms of the agreement. This can include orders to do or refrain from doing certain actions.
- Revised Terms: The agreement might be renegotiated or amended to address the breach and adjust the terms to prevent future issues.
- Dispute Resolution: If the agreement includes a dispute resolution clause, the parties may be required to go through mediation or arbitration together with a corporate law firm in Sri Lanka before pursuing legal action. This process is typically less formal and can be quicker than court proceedings.
- Shareholder Remedies: The agreement might specify remedies for breaches, such as buyout provisions or other corrective actions. For instance, it might include clauses for forced buybacks of shares or penalties for non-compliance.
- Reputational Damage: Breaching a shareholder agreement can harm relationships and reputations among shareholders, which can impact the company's operations and future collaborations.
- Impact on Business Operations: The breach might disrupt company operations, especially if it involves key management decisions or financial matters.
To minimise the risk of breaches and their consequences, it is crucial to clearly define the terms of the agreement, communicate openly with all parties, and seek legal advice if issues arise.
How to legally handle a breach of contract
Handling a breach of contract legally involves several steps. Here is a general approach:
- Review the Contract: Carefully review the terms of the contract to understand the obligations and any specific provisions related to breaches, including notice requirements and remedies.
- Document the Breach: Gather evidence of the breach, including correspondence, records, and any other relevant documentation. This helps establish that a breach has occurred and provides a basis for any claims or legal actions.
- Notify the Breaching Party: Send a formal notice of breach to the party who has violated the contract. This notice should outline the nature of the breach, reference specific contract terms, and demand corrective action or performance.
- Seek Resolution: Attempt to resolve the issue through negotiation or mediation. Many contracts include clauses that require parties to engage in alternative dispute resolution (ADR) methods before taking legal action.
- Assess Damages: Determine the extent of damages resulting from the breach. This may include financial losses, consequential damages, and any other impacts that can be quantified.
- Consider Legal Action: If resolution attempts fail, you may need to consider legal action. This involves filing a lawsuit in the appropriate court. Consult with a lawyer to evaluate the strength of your case, potential remedies, and the best legal strategy.
- File a Lawsuit: If necessary, initiate a lawsuit by filing a complaint in court. Your lawyer will help draft the complaint, outlining the breach, the damages sought, and the legal basis for your claim.
- Prepare for Court: Collect all evidence and prepare for court proceedings. This may involve discovery, gathering witness testimony, and presenting your case.
- Seek Remedies: In court, you can seek various remedies, such as:
- Compensatory Damages: To cover direct losses and costs resulting from the breach.
- Consequential Damages: For indirect damages caused by the breach.
- Specific Performance: An order requiring the breaching party to fulfil their contractual obligations.
- Rescission: Cancelling the contract and relieving both parties of their obligations.
- Follow Court Orders: Comply with any court orders or judgments. If awarded damages or specific performance, ensure that these are implemented as directed by the court.
- Consider Appeals: If the outcome is unfavourable, you may have the option to appeal the decision. Consult with your lawyer to assess the grounds for an appeal and the likelihood of success.
Throughout the process, having a legal professional guide you is essential to navigate the complexities of contract law and ensure that your rights are protected.
