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Relationship of Shareholders' Agreements to the Management of a Company

Publication at Faculty of Law |
2018

Abstract

One of the possible objectives of shareholders' agreements is to reach agreement for filling the posts in the board of directors (if the company has a monistic structure) or in the statutory body and the supervisory board (if the company has a dualistic structure). The influence of shareholders on the composition of such bodies can be strictly corporate-based, e.g. by using multiple voting rights or shares with designation rights.

In addition, the influence can be of a (purely) obligational character, where shareholders' agreements can create an internal (shadow) structure which is not reflected in the "official" organisational set-up of a joint-stock company, but it can have a major impact on the decision-making. These and some other issues are subject matter of this paper.