Shareholder Agreement German

In Germany, shareholders` agreements have mainly been discussed as a corporate law issue, but are also of practical importance in listed companies. Shareholders` agreements are mainly made in family shares, but at least are not disclosed as shareholders in all companies with different family members. The forms of shareholder agreements are: voting agreements, share pooling, mutual understanding. Legally, shareholder agreements are treated as civil partnerships, corporate agreements are not disclosed, or internal civil partnerships are treated according to the Federal Court of Justice. Due to the application of the Partnership Regulation, the majority requirement is not transferred by the corporation upon resolution of the shareholders` agreement. The general rule of unanimous decision-making could be converted into a simple majority vote, but restrictions on the sale of shares by the members of the agreement must be controlled by the courts, the clauses of sale must provide for a fair value, not necessarily the exact market price. For listed companies, transparency could (and should) be increased by mentioning not only a number for the shares held, but also the shareholders` agreement itself. In addition, it seems appropriate to also publish the majority voting rules in the shareholders` agreement. The same applies if the partners convert their shares into a limited liability company. For external shareholders, the unanimous or majority vote in the shareholders` agreement can make a difference. .

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