Contracts

A shareholder agreement is a legal document that outlines the rights, obligations, and expectations of shareholders in a company. It is typically created when a company has multiple shareholders and helps to establish a framework for how the company will be managed and operated.
 
Here are some reasons why having a shareholder agreement is important:

•  Clarify ownership: A shareholder agreement helps to clarify who owns what percentage of the company, which can help avoid disputes over ownership in the future.
  
  
• Establish management structure: The agreement can also outline how the company will be managed and who will be responsible for making important decisions. This can help avoid conflicts between shareholders and ensure that the company is run efficiently.
• Protect shareholder interests: A shareholder agreement can include provisions that protect the interests of minority shareholders, such as requiring a supermajority vote for major decisions or providing for the appointment of an independent director.
  
  
• Provide dispute resolution mechanisms: The agreement can also establish a mechanism for resolving disputes between shareholders, such as mediation or arbitration, which can help avoid costly and time-consuming litigation.

Overall, a shareholder agreement can help ensure that all shareholders are on the same page and can help avoid conflicts that could harm the company’s operations and value.

We often draft distribution agreements for our clients. Below you can read about what you should consider including in your distribution agreement.

A distribution agreement is a legal contract between a supplier or manufacturer and a distributor that outlines the terms and conditions of their business relationship. The purpose of the agreement is to establish the terms of the distribution relationship, including the obligations and responsibilities of each party. Here are some important things to include in a distribution agreement:

•  Product specifications: A distribution agreement should specify the products that the distributor is authorized to distribute and any limitations on their use or sale.
  
  
• Territory: The agreement should define the geographic area in which the distributor is authorized to distribute the products. It may be a specific region, country, or even the entire world.
  
  
• Term and termination: A distribution agreement should specify the length of the agreement and the circumstances under which either party may terminate the agreement, including notice requirements.
  
  
• Payment terms: The agreement should define the payment terms, including the price of the products, payment method, and any discounts or rebates that may be available.
  
  
• Exclusive or non-exclusive rights: The agreement should specify whether the distributor has exclusive or non-exclusive rights to distribute the products.
  
  
• Performance metrics: A distribution agreement should define the performance metrics that the distributor must meet, such as sales targets, marketing efforts, or customer satisfaction.
  
  
• Intellectual property: The agreement should address any intellectual property issues related to the products, such as trademarks, patents, or copyrights.
  
  
• Confidentiality: A distribution agreement should include provisions to protect confidential information, including trade secrets or other proprietary information.
  
  
• Indemnification: The agreement should address the parties’ responsibility for any liability or damages that may arise from the distribution relationship.
  
  
• Dispute resolution: A distribution agreement should include provisions for resolving any disputes that may arise, including arbitration or mediation.

Overall, a well-drafted distribution agreement should clearly establish the terms and conditions of the distribution relationship and protect the interests of both parties. It is recommended that both parties seek legal advice before entering into any distribution agreement. If you have any questions about drafting or interpreting a contract, you are always welcome to contact us for an informal discussion.