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c/da Tonicello snc, Capo Vaticano, (VV), ITALIA

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U Shareholder Agreement

A “pump gun” clause is often used to force a buyback. Here`s how it works: Shareholder A offers its shares at a certain price per share (for 2 shareholders). B may accept this offer or in turn propose A the same conditions, in which case A must accept. This ensures that A offers a “fair” price. Essentially, one party will eventually buy the other party (of course, the two parties can, by mutual agreement, agree on a price – it`s easy if a shareholder wants to withdraw to pursue other interests. It will be more difficult if both want to own and manage the business. The gun approach is ideal for small businesses where values are not too high because they prefer the party with more financial resources. For high-tech companies with high valuations and several shareholders, the pellet gun approach would not work very well. A company is owned by its shareholders. The partners appoint the directors, who then appoint the management. Directors are the “soul” and conscience of the company.

They are responsible for their actions. Shareholders are not responsible for corporate actions. Management may or may not be held responsible for business activities. Often these roles are assumed by the same people, but when a business grows and grows, it cannot be. When a company is created, its founding shareholders determine how a company becomes the ownership and management of a company. This is done in the form of a “shareholder pact.” When new shareholders, such as angelic investors, are going to want to be part of the agreement, and they will most likely add complexity. For example, they may want to impose vesting conditions and mechanisms to ensure that they eventually withdraw and get a return on their investment. If it does not have such an agreement, it can lead to serious problems and litigation and companies in a situation of failure. It`s a bit of a marital arrangement. Let`s look at the different types of shareholder agreements: as with all shareholder agreements, an agreement for a startup often includes the following sections: A preliminary understanding of the different types of shares that can be issued in a company and how the capital is mobilized by the issuance of shares should always inform those who participate in a shareholder`s agreement. In addition, shareholder agreements often provide that, after all, a shareholder contract can be terminated if only one of the shareholders wishes to leave the company.

In this case, there will be certain provisions of the shareholders` pact to plan what should happen in this scenario. What happens when a shareholder dies? There should be a fair way for surviving shareholders to acquire shares (optional or mandatory) of the deceased shareholder`s estate.


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