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Company and Shareholders Agreement: Are Shareholders Agreements Binding?
內容大綱
In the past two decades, shareholders agreements have become important instruments of corporate governance. The agreements have to be distinguished from the company, which itself is a contract. The case involved the Northern Ireland brick-making company, Tyrone Brick Limited, which had five shareholders-four individuals and a bank that financed the company. Each individual owned 10% of the allotted shares and the bank owned the remaining 60%. The shareholders and the company entered into an agreement which statedthat the authorised share capital of the company could not be increased without the written consent of all the parties. A decade later, without seeking the written consent of a shareholder, the company issued a notice for a meeting of the company to pass a resolution to increase its authorised share capital. A shareholder, who was a party to the shareholders agreement, disputed that the company could not convene the meeting in violation of the shareholders agreement.