Unanimous Shareholder Agreements
We have experience with negotiating, preparing and amending Unanimous Shareholder Agreements, often referred to as a "USA", which is an important document [often considered a constating document of a corporation] that sets out some of the foundational terms of the corporation governing the relationship between shareholders, directors, officers and the corporation.
The USA can be an important and effective tool in bringing certainty between the the shareholders, directors, and officers of the Corporation and place restrictions and limitations on the wide rights, powers and authorizations that parties may have in different roles with the Corporation.
The USA can range from a simplistic USA addressing a few but important matters, to a comprehensive USA addressing all aspects of the governance of the corporation.
The USA can address a wide variety of matters including, without limitation, the following:
As an Edmonton law firm with a diverse group of clients, we know that there are both advantages and disadvantages with the various terms of a USA, and what is the right mix of terms in a USA is as individual and unique as the business, industry and parties involved.
Our corporate services are for closely held [non-distributing] corporations.
For whatever stage your dealings are in whether it is negotiation, drafting a USA to reflect the negotiations, reviewing a USA prior to signing or dealing with disputes we advice and represent our clients in meeting their wide variety of corporate needs which often are as unique as the transaction, industry and individual parties involved.
The USA can range from a simplistic USA addressing a few but important matters, to a comprehensive USA addressing all aspects of the governance of the corporation.
The USA can address a wide variety of matters including, without limitation, the following:
- Day to day governance and management of the corporation;
- The directors of the corporation;
- Issuance of new shares in the corporation;
- Restrictions on share transfers;
- Selling of the shares to third parties including rights of first refusal, tag along rights and drag along rights;
- Financing the corporation including cash calls or the requirement to provide personal guarantees;
- Restrictions on powers of directors and officers requiring shareholder approval and determining the percentage of shareholder of approval is required;
- Key personnel life insurance matters;
- Dividends and payments from the Corporation;
- Non-Competition and Non-Solicitation obligations upon shareholders;
- Dispute Resolution Mechanisms,
- Mechanisms for the purchase and sale of shares including:
- compulsory buy sell clauses ranging from "shotgun" buy sell clauses to modified buy sell clauses with a valuation mechanism or procedure;
- buying or selling of shares in the event of death, disability, divorce, bankruptcy, incapacity, retirement, termination with or without cause;
- buying or selling of shares in the event of a change of control of a corporate shareholder.
As an Edmonton law firm with a diverse group of clients, we know that there are both advantages and disadvantages with the various terms of a USA, and what is the right mix of terms in a USA is as individual and unique as the business, industry and parties involved.
Our corporate services are for closely held [non-distributing] corporations.
For whatever stage your dealings are in whether it is negotiation, drafting a USA to reflect the negotiations, reviewing a USA prior to signing or dealing with disputes we advice and represent our clients in meeting their wide variety of corporate needs which often are as unique as the transaction, industry and individual parties involved.
