Similarly, an LLC is made up of the submission of a founding certificate, where the similarity with a business usually ends. While the charter can be robust in its governance rules, so that it cannot be amended by shareholders without the approval of the board of directors, an establishment certificate generally provides only the minimum necessary – the name and address of the LLC. The actual meat is in the enterprise agreement which, in a way, acts as the statutes of a company, but can better be considered a shareholder pact among the members of the LLC.  For the simple discussion, I will call for both shareholder agreements for capital companies and enterprise agreements for shareholder agreements. Similarly, I will refer to both shareholders and shareholders as shareholders. A liquidation preference is the investor`s right to prioritize the proceeds of a « liquidity event » to other categories of shareholders. This means that an investor receives a payment as a result of such a « liquidity event » in front of one of the founders or holders of common shares. The definition of a « liquidity event » may vary, but generally includes the sale of the majority of the start-up`s shares (or the sale of a dominant stake), the sale of a substantial portion of the start-up`s assets or the liquidation of the start-up.  In a particularly remarkable situation, Chancellor Andre Bouchard in 2015 ordered a custodian to oversee the sale of TransPerfect because shareholders, who actually hold 50% of the outstanding shares, who had no shareholder pact and were once engaged to marry, were desperately stranded.
Clerk Bouchard`s decision was recently upheld by the Delaware Supreme Court. In another case that crosses the Ohio courts, a brother and sister who each own 50% of the Dayton Heidelberg Co. distribution and have an association agreement that is not well developed are currently vying for control of the company. This type of voting rights gives the minority shareholder a veto over the board of directors, which is controlled by the majority shareholder and takes these measures. This power accounts for the fact that the majority shareholder controls the day-to-day operations of the company by the board of directors. Similarly, the shareholders` pact may provide that it can only be amended by a vote requiring the approval of some or all minority shareholders. It`s an exciting time when a VC comes on stage. The founders work hard to find financing. If you offer a lot of money and an attractive valuation, it`s hard not to be caught up at the moment. But funding is always tied to cords.
Be aware. Read the shareholder contract! As a result of all the provisions relating to the management of the board of directors, shareholder agreements sometimes contain provisions relating to the right of shareholders to vote in certain matters. In cases where the company has a majority shareholder with the ability to appoint a majority of boards of directors and control shares, minority shareholders may have the right to approve actions that the board of directors can normally take without shareholder intervention. For example, a shareholder contract may provide that the board of directors, which issues shares, collects debt, acquires or sells significant assets or takes other important steps that a board of directors can normally take without shareholder consent, must obtain shareholder approval. This shareholder consent may be unanimous or include a percentage vote of minority shareholders. In addition, some shares of companies that already require shareholder approval, such. B that the sale of all the company`s assets or a merger may require an overwhelming majority vote that can only be achieved if a portion of the minority shareholders consents. Third, what is the value of equity? In a right induced by an offer to a third party, the price proposed by the third party generally controls. The price to pay is often a problem in put/call scenarios.