In short, a joint enterprise agreement is a final contract that is used when two or more partners want to form a joint venture and pool efforts and resources to accomplish a specific task while remaining independent. A shareholder contract is a contract between the shareholders of a company (co-owner) that sets out the rights and obligations of shareholders. Simply put, a joint venture agreement is an agreement between several members of different companies, while a shareholder agreement is an agreement between several members of the same company. Conversely, if you are a minority shareholder, you want a provision that if the majority shareholders want to sell their shares, they should also ensure that the potential buyer also offers to buy your shares, and on less favourable terms? A return on their investment? The dividend flow? Return on investment? Should one of the shareholders take precedence over dividends? For the return on capital? Dividend coupons? There is a lot you can do by creating different classes of shares with different rights on dividends and returns on investment. We successfully plan and prepare joint venture agreements and shareholder agreements and discuss the differences between a joint venture agreement and a shareholder pact. Contact us, your lawyer in Florida and help you plan and execute a joint venture agreement or shareholder agreement. It only receives dividends if controlling shareholders choose to pay them. Who are you dealing with? Should there be restrictions on which shareholders can sell their shares? o A change in the way a particular shareholder is owned or controlled? Are there any circumstances in which either party can apply for the termination of the joint venture? z.B.: The agreement defines the essential conditions of the overall relationship between the joint venture partners and comprehensively addresses key issues such as the scope and purpose of the joint venture, ownership structure, management and governance of the joint venture, as well as the distribution of risks and revenues between the joint venture partners. If you have more than 75% of the voting shares, you can decide when to dissolve the company, which can sometimes be a reasonable way to realize and sell its assets and distribute the proceeds to shareholders through a return on investment. I am often asked, “Can you make shareholder agreements and how much do they cost?” The short and fair answer could be a kind of “yes, between $200 and $20,000.” Plus VAT.” I don`t think it`s going very well.
Instead, I could say, “Why do you want a shareholders` pact?” or “What does the shareholder contract have to cover?” The answer is often: “I don`t know; But I was told I needed it! If so, to whom? Z.B. to an interconnected group of shareholders first, then to others? Who should be entitled to the shares and how can they be allocated? Should there be different categories of actions and what rights should be attached to each of them? Decisions may depend on what each party contributes to or will contribute to the success of the joint venture; and what they are waiting for to get out of the joint venture. Being exhausted or swimming in a few years for millions? Can shareholders agree upstream on an exit strategy? For example, that they will try to sell the shares of the company in 5 years? What will happen to the assets that have been brought by the shareholders to the joint venture? Before a shareholder can transfer shares to others, should he first propose them to other shareholders? This is called the “right of pre-emption.”