We must bear in mind that it is important not only to define the rules, but also to include the obligations and rights granted to the parties so that the agreement is valid and applicable. It is important to get expert advice on these issues. This article was written by Pablo Mancéa, co-founder of Delvy Law – Finance, a Barcelona-based law firm, which aims to meet the legal, financial and tax needs of technology start-ups and disruptive companies. Therefore, a shareholder pact will always be necessary and indispensable. Book a call with our legal team and we will guide you through every step of your legal needs. However, an unconditional rule that would always require the outgoing shareholder to renounce all his shares could be argued as inappropriate in certain situations, and we enter the mysterious world of vesting clauses. Simply put, dervesting means that each shareholder receives all of his or her share package at once, but the startup and/or other shareholders have the right to acquire a percentage of the shareholder`s equity if he or she leaves before all the shares have been retained – in other words, they have been won. In short, vesting clauses protect the start-up first, because all shareholders can be sure that everyone in the team is working on a common goal, building a successful and successful start-up. The shareholders` pact can protect majority shareholders by imposing provisions. In cases where an offer to purchase all shares of a company has been received, the provisions of the “Drag Along” may compel majority shareholders to compel minority shareholders to accept the deal. This prevents a potentially difficult shareholder from selling. A shareholder pact can also protect minority shareholders by including “day along” provisions. In these circumstances, where the majority shareholders have received an offer on their shares, minority shareholders may compel majority shareholders to have the offer extended to minority shareholders.
As in everyday life, startups end up experiencing a certain hiccup, which sometimes ends with shareholders leaving the start-up.