Agreement Valuation Clause

At the same time, a shareholders` agreement should allow minority shareholders to sell a third-party offer at the same price and under the same conditions as those accepted by the majority. These so-called "Coattail" or "Tagalong" provisions protect the liquidity of all shareholders in the event of such an offer. In order to avoid the possible injustices of a shotgun clause, while protecting shareholders who wish to part with their shares and those who remain with the company, shareholder agreements often contain pre-emption rights. Pre-emption regimes can be structured in two ways: when a business is first set up and a new business relationship begins, it is often difficult to anticipate future disagreements that could lead to irreparable failure. However, there is no failure and the attempt to agree on the provisions that should apply in the event of a failure, if it has already occurred, may seem impossible. . . .



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