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Shareholders' Agreement
The Shareholders' Agreement is intended to govern the relationship between a number of shareholders in a company. Although the Articles of Association provides some protection for minority shareholders, it is always possible to change the Articles of Association with a 75 per cent majority. The Shareholders' Agreement works as a second layer of protection, preventing the company from being run in a manner other than has been agreed. Here are two clauses from a Shareholders' Agreement, setting out the general duties on the shareholders. Complete the texts using the words in the box.
Each of the Shareholders represents to the other that it has taken all necessary other actions to enable him ………. to accept and ………….. the ………………. required under the terms of this Agreement and that performance of the ………….. of this Agreement will not result in a ………………. of or constitute a ……………. under any agreement or other contractual restriction ……………… upon him. The Shareholders ……………. with each other that they shall not without the prior written …………….. of the other parties while a shareholder in the Company become involved in any business other than that of the Company and that they shall during such period use all reasonable endeavours to ……………. the interests of the Company and …………………. to its business such of their respective time and attention and …………. as are reasonably required for the ………………… and profitable …………..of the business of the Company.
Share capital Link the phrase on the left to its definition on the right.
When a company is formed, the person or people forming it decide whether its members' liability will be limited by shares. The members must agree to take some, or all, of the shares when the company is registered. The articles of association must show the names of the people who have agreed to own shares and the number of shares each will own. These people are called the subscribers.
The Annual General Meeting (AGM) Here is a sample form of the notice of invitation to an AGM. Complete the missing information using the words/phrases in the box.
BACO LIMITED NOTICE IS HEREBY GIVEN that the fifth Annual General Meeting of the Company will be ………….. at BACO House on 15th January 2001 at 2.00 pm for the ……………. of carrying on the business as is stated below:
Dated 19th October 2000 By Order of the ………………………. Jeremy Sunders Secretary ……………. Office: BACO House Tewkesbury Road Oldhampton W567YU Note: A member who is entitled to attend and …………………. at this meeting is entitled to appoint a …………… to attend and, on a ………….., vote instead of him. A proxy need not also be a ……………. of the Company. The Annual General Meeting is held once a year and all shareholders are invited to attend. In advance of the meeting, an invitation must be sent out. Bankruptcy Below are some key terms from the area of bankruptcy and insolvency. Match each word to its definition. Terms
Definitions
Bankruptcy law provides for the development of a supervised plan that allows a debtor, who is unable to pay his creditors, to resolve his debts through the division of his assets among his creditors. This allows the interests of all creditors to be treated with some measure of equality. Certain bankruptcy proceedings allow a debtor to stay in business and help him pay his debts. An additional purpose of bankruptcy law is to allow certain debtors to be released from their financial obligations after their assets are distributed, even if their debts have not been paid in full.
Date: 2015-01-12; view: 3115
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