While a director is entitled to all information relating to the company`s activities because of his duties as a director, he will subordinate this information to his fiduciary obligations, which involve the obligation not to use this information to the detriment of the company. In addition, under the law, a non-director shareholder has very limited rights to obtain information that, to simplify, do not receive much more than a right to Dener, which must be submitted to the general meeting for approval. It is therefore important, especially for minority shareholders, to open up a right to information about commercial activity. This can be formulated either as a right to receive specific information (for example. B monthly/quarterly administrative accounts, cash flow forecasts, annual budgets, etc.), or as a broader right to receive information about the behaviour of companies that such a shareholder can reasonably demand. In some cases, particularly where the minority shareholder is an investor, when a shareholder is not informed, he may have the right to enter the company`s commercial premises, obtain and copy records, interview employees and appoint consultants on his behalf to investigate and report on the company`s conduct. This shareholders` pact sets out the rules and regulations applicable to the company and its shareholders. It includes themes such as: – the company that the company can operate; – how the company is managed, the number of directors who must sit on the board of directors, the frequency of board meetings, how decisions are made at the board level, who is empowered to do so, appointing and withdrawing decisions that directors may make and those who are not, etc. – how the business of the company is managed, how it can continue, how the income from investments and loans should be used, how the company`s policy and management are determined, whether an operating budget is established for each fiscal year, what rules apply in terms of bank mandates and expenses, whether shareholders have the right to consult the company`s books and registrations and thus; – issues for which the Board of Directors must obtain prior shareholder approval. B such as the sale of part or all of the company`s assets, the payment of wages above certain levels, the issuance of new shares, the purchase of assets on certain prices, the borrowing of money, the granting of guarantees for the company`s assets, etc. – the procedure for issuing new shares; If shareholder consent is required, if the right of pre-emption (pre-emption rights) applies; etc.
– the mechanisms by which shares in the company can be transferred, if pre-emption rights (pre-emption rights) are created in favour of existing shareholders when shareholders are required to transfer their shares; if the rights apply (i.e. the right of minority shareholders to reach an agreement with the sale of a significant number of shares by a larger shareholder), if the rights are deducted from the rights (i.e.: