Is a shareholders’ agreement really necessary ?

An agreement between shareholders is very useful to resolve the problems between the partners of a company. Take the following example: a company made up of 3 shareholders, including a couple and a friend of the couple. If a conflict breaks out between the friend and the couple without a shareholders’ agreement, they risk remaining partners for a very, very long time! Indeed, we can not force a shareholder to sell his shares. If the price of the shares of the minority friend is too high, the majority couple will have to use a strategy to incite him to sell them by excluding him from the company’s business, for example by dismissing him as an employee and dismissing him as director and officer. The majority couple could also stop paying dividends.

WARNING ! The minority friend could then bring an oppression lawsuit against the majority couple to force them to buy his shares or liquidate the company. The majority shareholders must behave in good faith in their actions. For example, the minority shareholder can not be dismissed without cause or dismissed as a director without offering to buy his shares. It is also necessary to proceed according to the law and the bylaws of the company, for example by sending the appropriate notices and preparing the required resolutions.

In short, without an agreement between shareholders, as long as there is no agreement, the couple will form a “threesome” with the minority friend, which can last several years …