Concept And Features Of A Shareholders' Agreement

  • V.V. Vasylieva
Keywords: contract, legal transaction, shareholders' agreement, legal entity.


In the article, the author explores the concept of a shareholders' agreement and examines its main characteristics, which consist of: 1) the features inherent in a shareholders' agreement as an act; 2) signs that distinguish this agreement from other contractual constructions. The latter consists primarily of the subject of the agreement. Taking into account the peculiarity of the subject of the explored agreement, the author concludes that the agreement between the shareholders has a corporate nature, and at the same time is an action between two and more persons, and despite all its specificity, is a kind of civil law contract. Therefore, the definition of a shareholders' agreement should be formulated based on a general understanding of the categories of «transaction» and «contract», distinguishing it from other contracts with the help of outlining the specifics of the subject of the contract.

The author proposes to define a shareholders' agreement as a legal transaction containing a multilateral agreement of the participants of a legal entity of a corporate type aimed at the effective management of their corporate rights by defining the procedure for their implementation in order to coordinate activities and implement common legal interests protected in this area.