Having the right shareholders, or fairer: not having the wrong shareholders is essential for a startup, the transfer of shares is usually very limited compared to other limited liability companies. As a general rule, the shareholders` agreement provides that the transfer of shares is prohibited, unless it is expressly authorized in certain situations. This may include, for example.B. transfers by investors subject to pre-emption, take-away rights and tag along rights. Since majority decision clauses should only serve as clauses for the protection of minorities, care should be taken to ensure that the clauses do not have undesirable adverse effects. One of the most common implications is that decision-making clauses disrupt the decision-making process in normal business decisions. Another potential problem is that someone uses the decision rules (ab) to obtain unjustified advantages at the expense of other shareholders. Therefore, all conditions for majority decision-making should be formulated taking into account the activities of the enterprise and the ownership of the enterprise. The ability to sell the stock before the actual exit makes the investment a little more liquid for the investor, making the start-up more attractive as an investment objective. However, it is in the interest of the startup to control the situation of its shareholders.

If the company seeks new financing or gives shares or options to employees in the future, the company will receive new shareholders. Therefore, the shareholders` agreement should include clauses on the obligation for new shareholders to comply with the shareholders` agreement and how to comply with it. In the event that some shareholders sell shares corresponding to a property defined in the shareholders` agreement, the other shareholders have the right to sell their shares in the same transaction. That is, they have the right to “tag” in the initial transaction. . . .