Shareholders' agreement

The Companies Act does not regulate all matters affecting the shareholders of a public or private limited company. It may often be necessary to agree on additional regulation of important matters such as:

• Owners' right of control
• Dividend policy
• Possibilities of buying and selling shares
• Non-competition clauses

For public and private limited companies with more than one owner, we generally recommend that the owners conclude a shareholders' agreement addressing issues concerning composition of company management, rights and obligations of the parties when they join or retire from the cooperation, etc. In contrast to the company articles of association, the shareholders' agreement is not disclosed to the public.

A valuable sounding board

Advice about shareholders' agreements is part of Plesner's advisory services to companies. It is paramount that the parties consider the specific terms of cooperation in connection with the establishment of a joint company. In this process, Plesner may act as a valuable sounding board.

Difference between old and new shareholders' agreements

Under the new Companies Act, shareholders' agreements are non-binding on the company and the decisions made at general meetings. It is therefore necessary to check whether existing, "old" shareholders' agreements still adequately ensure the parties the rights and obligations originally intended.