International Handbook on Shareholders’ Agreements - Regulation, Practice and Comparative Analysis: Chapter 1

Shareholders’ agreements are an integral part of company law and especially of its legal practice. However, the historical law makers mostly ignored this phenomenon of company law and limited the legislation to what is understood today as the constitution of the company and the (statutory) rights (and duties) of its shareholders. As the consequence shareholders’ agreements are traditionally dominated by contract law and not by company law although the traditional contract law hardly provides the necessary tools. However, the influence of shareholders’ agreements on the company, its management, its shareholders and – mostly in the case of corporations listed on a stock exchange – the market for corporate control established a dynamic interaction between these two worlds of company law and contract law. In contrast, the modern company laws often explicitly address shareholders’ agreements and try to limit their influence on the company since they are mostly driven by a corporate understanding of shareholders’ agreements. This contradiction of the general understanding of shareholders’ agreements becomes even more complex in the case of cross-border shareholders’ agreements including shareholders from several jurisdictions. This book has its origin at a conference on shareholders’ agreements which took place in March 2016 at the castle of Smolenice in Slovakia and rounds up the research on the modernization of Slovak corporate law including the introduction of basic regulation on shareholders’ agreements (APVV-0809-12). By discussing various related topics with lawyers from several jurisdictions we realized that a broader and more complex discussion on shareholders’ agreements is needed and welcome. We hope that this book will be the basis for such a worldwide dialogue of law makers, judges, practitioners and legal scholars regarding shareholders’ agreements. By including general remarks on specific topics related to shareholders’ agreement on the one hand and numerous country reports on the other we believe that this book provides the reader with a broad and fundamental understanding of shareholders’ agreements.