In the most advanced case of Russell v. Northern Bank Development Corporation Ltd  BCC 578;  1 WLR 588] stated in the House of Lords that, although an enterprise cannot deprive itself of its power to amend its articles of association, the members of the company may agree, in a shareholders` agreement, on how they exercise their rights. U.S. courts have largely accepted shareholder agreements. Blount v Taft [246 S.E.2d 763 at 769 (1978)] An arbitration clause is included in most shareholder agreements to ensure prompt resolution of disputes. The following clause may be included in a shareholders` agreement in order to initiate arbitration proceedings. This checklist highlights some of the issues that you need to consider when setting up a new company and setting up an agreement between the shareholders regarding the management of the company and the rights and obligations of the different shareholders. Entrepreneurs are often so busy running a business that they overlook a decisive step in the process of safeguarding and protecting the future success of their business and interests – a shareholders` agreement or partnership agreement. It is the key document that establishes the relationship between the shareholders (owners) and directors of the company and to which they relate when making important decisions about the company. Ideally, these agreements are best prepared as a “honeymoon” at the beginning of the activity, like a “business pre-nup”. At this early stage, it is possible to conduct constructive and practical discussions and reach a consensus on how to manage the business, while all stakeholders are motivated and collegial and differences or disputes about the day-to-day operation of the company have not yet broken out. A minority shareholder, like a majority shareholder, has access to the purchase of shares of other shareholders.
When it comes to transferring shares, there are specific rules to protect the interests of shareholders, to ensure that such a transfer takes place only with the agreement of the parties concerned.. . . .