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The third contribution is to refine the conceptual characteristics of shareholder agreements after the IPO and the new legal issues that result from them. These agreements include obligations for what might be called horizontal and vertical dimensions in which there are horizontal obligations between shareholders and vertical commitments between one or more shareholders and the company. The commitments made by shareholders to vote for each other`s candidates are horizontal commitments, while the company commits to support these candidates, to grant veto rights by companies to shareholders or to the company to waive the rights they might otherwise exercise (such as the rights of the director, all vertical commitments. These types of obligations raise different legal issues and the vertical obligations of companies raise issues of negligence under existing legislation that do not have horizontal provisions. Voting trusts can be used to block a majority block by combining the voting power of several minority shareholders. It can also be used by minority shareholders to increase the power of their representation. Sometimes the voting trust can be an instrument of oppression in which a controlling shareholder convinces other minority shareholders to grant them the power of their votes (usually shareholders who are not involved in the transaction or who are very interested, such as children or grandchildren who have inherited their shares in the company) and then use that power to vote their shares against their interests. However, if the trust agreement gives the agent an unbridled discretion in the vote, the agent is still an agent and owes the rightful owner fiduciary duties, including, probably, the obligation to choose the action in the interest of the right owner and not to personally benefit from the right to vote. Shareholder agreements may do so for reasons based on case law. The limits of the parties` freedom to design the corporate charter and statutes are the generous but ultimately limited legal system provided for by the Delaware General Corporation Law (“DGCL”). Shareholder agreements should not be so limited; Instead, they sometimes set only the general limits of contractual freedom – the public order of the state, here Delaware. Why this unequal treatment? As contracts, shareholder agreements are a creature of the parties` effective agreement and can only be amended with their (late) consent.

On the other hand, the Charter and the statutes can be modified by a collective decision that submits the rights of a particular shareholder without consent. Delaware courts take the difference seriously: there are rights that cannot be taken from a shareholder, but that he can do without personally. Once a valid administrative agreement is in effect, the agreement may be amended or terminated, either by an agreement of all shareholders of a company at the time, or in accordance with the terms of the agreement. When a company “enters the stock market” by listing its shares on a national exchange, all existing management agreements are automatically suspended. RMBCA, Section 1.40 (18A). Shareholders can also join each other in voting on certain issues in a certain way, i.e. voting as a bloc. Such an agreement can sometimes allow a group of shareholders to gain or maintain control, especially when a cumulative vote is allowed. Voting agreements differ from limited companies in that the shareholder remains the shareholder and there is no trust.

Section 6.252 of the Business Organizations Code provides that these agreements are applicable if they meet the following requirements: the second contribution of the article is empirical.

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