In addition, if you are married to your business partner, a shareholder pact can represent what would happen in the event of a divorce. The content of shareholder agreements depends on the nature of the project or the company we regulate. It can cover a variety of topics, from day-to-day activities, organizational processes, business activities and shareholder relations. The next question, on which we often stumble, is why is a SHA so important? A SHA can be classified as the startup`s constitution at the same time as the startup`s statutes. A SHA should at least determine how important decisions are made in a start-up, the definition of the actuator structure and the roles of each shareholder, how a start-up can be closed or sold at a liquidation event, and the protection of intellectual property rights essential to the start-up`s business. Given the rapid business environment of start-ups and growth, SHA should be considered a must have. That is why a shareholder pact has always been decisive. This article was written by Pablo Mancéa, co-founder of Delvy Law – Finance, a Barcelona-based law firm, which aims to meet the legal, financial and tax needs of technology start-ups and disruptive companies. As a startup-based law firm, we had several start-up clients at Nordic Law at the beginning with the recurring question, oldie but goldie – do we really need a shareholder contract (SHA), since we are all good friends and we are all back by far? Without exception, we always advise our start-up customers never to create a business without SHA, let alone a company without sha.
With a well-functioning SHA, the founders and shareholders of a startup are able to solve problems upstream, even if these are serious problems, and at best, a SHA minimizes shareholder pressure to focus solely on business development, knowing that the basic rules of the start-up are clear, complete and predictable. In other words, the road of yellow bricks to success is most often paved with a well-written SHA. However, an unconditional rule that would always require the outgoing shareholder to renounce all his shares could be argued as inappropriate in certain situations, and we enter the mysterious world of vesting clauses.