Conversely, shareholders also have numerous options to place restrictions on the transfer of shares. Thus, an approval clause may prevent any person from entering as a shareholder in the company. For the successful growth of a startup, for example, the personal commitment of the founder can be crucial. In this case, an inalienability clause for a certain period of time can ensure the founder’s commitment because of his high added value for the company (capacities, network, clientele, etc.).
The various possibilities offered by the WVV require customisation and should always be worked out with the necessary legal knowledge in order to strengthen the shareholder’s position. It is therefore important to anticipate this in a shareholder agreement and work out the transfer restrictions carefully, keeping in mind the changes to the WVV but also the new B2B Act.
Providing for clear agreements regarding potential disputes between directors and/or shareholders is certainly not out of place in a shareholders’ agreement either. However, if no clear rules have been agreed beforehand (e.g. a mediation procedure, binding third-party decision, purchase and sale options, etc.), a conflict can mean the end of constructive cooperation between shareholders.
In addition, the governing body can also be composed “à la carte”. Are you a driver? Then keep in mind that you may provide statutory dismissal protection from now on, whereas previously you were ad nutum deposable. It is desirable to avoid conflicts and contradictions between the shareholders’ agreement and the articles of association, if new clauses on corporate governance were included in the articles of association.
Moreover, the WVV includes a revamped scheme for the elaboration of voting rights including the introduction of shares with multiple voting rights or no voting rights. This can be interesting in the context of succession planning, but also when attracting new investors, this technique offers the opportunity to preserve the existing relationships within your company. It is opportune to elaborate this in an (existing) shareholders’ agreement.
Thanks to the wide contractual freedom provided by the WVV, numerous variations are possible. Questions on this matter? Quorum is happy to assist you. You can always contact your regular contact person at Quorum for this purpose or by sending an e-mail to info@quorumlaw.eu.
