The day-to-day management of the business is usually the role of the company`s directors. However, there may be some decisions that you would prefer to leave to the approval of the company`s shareholders. This would be particularly important if the shareholders and directors were different people. A shareholder pact is extremely useful if you have shareholders who want to leave the company. Intellectual Property – Define who owns the rights to trademarks, designs, logos, websites, etc. There are many situations in which shareholders wish to vary the rights attached to each share in the company`s by-law, and this is usually where a shareholder contract is used. Another important part of a startup`s SHA is the non-compete clause – the start-up`s shareholders should generally be prevented from competing directly or indirectly with the start-up`s activities. As with the confidentiality clause, the non-compete clause should be in effect during the SHA`s validity period and for some time after the departure of a shareholder from the start-up. However, when including a non-competition clause in the SHA, founders should always pay attention to the definition of “business,” since the non-competition clause applies to competing activities in the start-up business. Normally, according to the definition of operation, it is not included that the companies were not or were not considered from the creation. For example, if the activities of Finnish start-up HealthyFinn Oy Ltd have focused on health technologies, a non-compete clause should not prevent shareholder Tom from operating in the field of gambling. A shareholder`s agreement is a document that records the functioning of the relationship between a company`s shareholders.
Share transfer and exit – In principle, each shareholder is free to sell his shares to third parties without reference to other shareholders. This is generally not appropriate for small businesses in which the remaining shareholders may not want to cooperate with that third party. The shareholders` pact generally defines a process that must follow when a shareholder wishes to leave the company and generally offers its shares to other shareholders before a sale can take place. A shareholder`s agreement can help resolve all issues and define a dispute resolution process. The short answer is yes. If you are starting a business with more than one shareholder, we strongly advise you to have an agreement. Based on our experience working with several Finnish startups, we found that founders often develop the start-up`s activities a few years before the start-up itself was created – during this period, founders often developed certain PIs that should be owned by the start-up if it was created correctly. In this context, the SHA must always make it clear that the associated IP, developed or generated before the signing of the SHA, must also be part of the start-up. So why is it so important to ensure that all intellectual property rights related to the startup`s activities are owned by the startup itself? We have encountered this issue several times, although we have found that the founders of startups have begun to recognize the value of adequate IPR protection.