When a closely held corporation is formed between two or more persons, it is essential that those shareholders enter into a written shareholders agreement to memorialize the agreement of the shareholders in certain significant areas. A shareholders agreement should cover issues such as buyouts in the event of death, disability or retirement of a shareholder and insurance to fund certain types of buyouts. It should cover restrictive covenants which would restrict a departing shareholder from competing with the corporation and agreements on who will be the officers and directors of the corporation. A shareholders agreement should also restrict the use of corporate proprietary information by former shareholders. In addition the shareholders agreement should prohibit a departing shareholder from soliciting the corporation’s employees to leave with him to join another organization. Finally, it should regulate the admission of new shareholders and should provide safeguards for minority positions.
There are many other topics a shareholders agreement should cover and the specific topics addressed in a shareholders agreement will depend on the facts and circumstances of each particular case. You need an experienced attorney to draft a shareholders agreement for your corporation. Attorney Rubino is experienced in negotiating and drafting shareholders agreements and can help you negotiate and draft a shareholders agreement which will protect your interests and help your corporation grow.