If an agent is appointed to sell a business, you would typically want to provide for a written mandate that regulates the terms and conditions that apply, the obligations of the agent and the remuneration mechanism.
A shareholders agreement is fundamentally important to your business. There are numerous issues that can arise that can give rise to serious disputes between shareholders and more often than not, shareholder disputes can jeopardise the entire business. It is also vital that a shareholders agreement is concluded in conjuction with the Memorandum of Incorporation for the Company, particularly as the Companies Act 2008 provides that in relation to certain vital aspects a Memorandum of Incorporation will override and take precedence over a shareholders agreement.
A share buy back agreement is concluded when the company buys back some of its shares. These agreements require compliance with the company’s Memorandum of Incorporation as well as the Companies Act, 2008.
This agreement regulates the purchase and sale of shares in a company. It regulates important matters like the purchase price, payment details, transfer mechanisms, confidentiality, dispute resolution. If the seller remains a shareholder in the company, or if there is more than one shareholder in the company after the transaction, please remember that it is critical to also conclude a proper shareholders agreement (which should also be supported by a new Memorandum of Incorporation).
Profit incentive policies are often undocumented and this can lead to serious disputes down the line. These disputes can include the manner of calculation of the incentive scheme, or (for example) the taxation related aspects. We strongly recommend that a written profit incentive policy is put in place.