Shareholder agreements supplement company law and the articles of association in a private Limited company and govern the mutual relationship between the shareholders. The agreements can be ”tailored” and should be adapted to the individual circumstances when you wish to regulate, for example, board representation, the majority requirement for the board and general meeting, the company’s activities and commercial objectives, pre-emption rights, tag-along and drag-along rights with the sale of shares, and any other special clauses which can contribute to anchoring and defining the shareholders’ mutual understanding of their interests and goals for the company. Shareholder agreements are normally only binding for the shareholders and not for the company. Breach of agreement and sanctions can therefore be difficult to maintain. It is therefore important that the shareholder agreement is reflected as far as possible in the company’s articles of association and in agreements the company enters into. Shareholder agreements should be drafted in close collaboration with the parties and considerations between the shareholders, based on a good knowledge of the company’s activities. We are very experienced in this respect.
Company agreements govern general partnerships (ANS/DA), limited partnerships (KS) and internal partnerships (IS). The statutory framework (the 1985 Norwegian Companies Act) is mostly non-mandatory, and presupposes good and thorough company agreement. The company agreement is thereby the central document under contract law for both the company’s activities/organisation and the mutual relationship between the participants. It governs issues such as external representation, management and decision-making bodies, as well as the participants’ responsibilities and deposit obligations. We have wide experience wtih the organisation, management and drafting of company agreements which optimally address these challenges.