Other shareholders, buyers and instruments of membership (f) retirement. The retirement event differs from death and disability at the top and boredom, burnout, fatigue and moving downstairs, as it is usually an age factor and is or should be expected. As such, this should not come as a surprise to other shareholders and therefore should not have too much of a negative impact on the company. While this is an issue that can often be discussed and resolved by the parties outside of shareholders` agreement payments (since it may have been prepared many years before the departure event), it should be addressed by shareholders, at least initially. Issues such as prosecution, valuation, payment terms, family ownership, competition reduction advice and pension advice can, where appropriate, be addressed. (a) impasse/dispute: Differences over the direction of the company`s business or affairs are often a source of friction between shareholders and, if they lead to an impasse (between shareholders with the same control of voting rights) or substantive disputes, the only practical method of dealing with the issue may be to obtain a divorce. A mechanism often used to resolve these disputes quickly is either a forced or voluntary buyout. Carefully crafted with the needs and interests of the parties involved, such provisions, even if never used, can lead to differences not leading to litigation by focusing the parties on the need to behave in a practical and commercial manner for their mutual benefit, and to identify and resolve these differences before arriving at events worthy of choice. The mechanism(s) chosen – shotgun, withdrawal, auction, first instruction, etc. – depends on the current and probable future needs and resources of the parties involved or likely to participate, the relative participations and the importance of each for the activities of the company. Whether the business is a primary source of income, an investment, a family business for a given shareholder or by what means a specific knowledge base, asset or capacity is used are just some of the issues to consider.
For example, it will be un comfort for an investor to know that he or she has the means to control and own all the shares of a company if the commercial success of that company depends on the particular skills or knowledge of the other shareholder. While the ability of shareholders to enter into and enforce agreements on their rights as shareholders has long been recognized by the Common Law, the Common Law has refused to enforce agreements that have the effect of ensuring that directors` discretion is reduced. . . .