Shareholder Agreement Luxembourg

As a general rule, a membership interest in a cooperative is personal, but if the articles allow it, the membership interest can become freely transferable. Due to tax implications, a cooperative is usually organized in such a way that its articles of association limit the free transferability of membership interests (condition of approval of members). In so far as the statutes of the cooperative do not require that a social interest may be transferred only by notarial deed, it may be transferred by mutual private agreement. As a result of the reform, the shares may be acquired without the agreement of the shareholders, with the agreement of the transferring shareholder of (i) to the other shareholders, ii) to a third party they have approved or (iii) to the company itself, within a period of three months, which may be extended to six months under certain conditions. The conditions applicable to the determination of the transfer price of the shares should be laid down in the statutes, failing which the price will be fixed by the competent Luxembourg court if the parties do not reach an agreement. In general, there are no restrictions on the transfer of shares, with the exception of those provided for in articles of association, shareholder agreements, etc. In practice, clauses in the articles of association that do not make shares non-transferable are years. Voting rights limitation clauses are clauses by which one or more shareholders of a company undertake to limit the number of votes they have at the general meeting. They generally tend to “democratize decision-making by rebalancing the importance of capital and reducing the censor aspect of voting.” [4] [5] In some cases, they can also be interpreted as a defense against hostile takeovers. [6] On the other hand, stability can also be achieved through the implementation of corporate governance rules for the proper functioning and proper functioning of the company. In this situation, a SHA can be compared to a marriage agreement with two main objectives, (i) regulating the relationship between original shareholders and investors (definition of obligations and rights, determination of different quorums and majority votes depending on the subject, establishment of a list of reserved cases, etc.) and (ii) the establishment of rules dealing in advance with conflict situations or more complex situations; how shareholders may leave the company in a way that could not have a negative impact on the proper functioning of the company. .

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