Vermont Shareholders' Agreement between Two Shareholders of Closely Held Corporation with Buy Sell Provisions

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-02569BG
• Format: Word; Rich Text

Description

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction. Vermont Shareholders' Agreement serves as a legally binding document between two shareholders of a closely held corporation in the state of Vermont. This agreement outlines the rights, obligations, and responsibilities of the shareholders and establishes a framework for their cooperation and management of the corporation. It plays a crucial role in safeguarding the interests of both parties involved. One significant provision found in many Vermont Shareholders' Agreements is the inclusion of Buy-Sell provisions. These provisions address potential events that may trigger the sale or transfer of shares, ensuring a smooth transition and minimizing conflicts. Buy-Sell provisions commonly include the following mechanisms: 1. Right of first refusal (ROAR): This provision grants the remaining shareholder(s) the first opportunity to purchase the shares of a departing shareholder before they can be sold to a third party. It allows existing shareholders to maintain control and prevent unwanted third-party involvement. 2. Shotgun clause: Also known as a Texas Shootout provision, this mechanism allows either shareholder to make an offer to buy the other shareholder's shares at a specific price. The receiving shareholder then has the option to accept the offer or counteroffer for the same amount. If the counteroffer is accepted, the shareholder who initially made the offer is obligated to sell their shares to the counteroffer issuer. 3. Put and call options: These provisions grant one shareholder (the caller) the right to call for the other shareholder (the putter) to sell their shares at a predetermined price. Conversely, the putter has the option to sell their shares to the caller at the same price. 4. Valuation methods: It is crucial to establish a fair valuation method for determining the price of the shares during a buyout. Typical methods include an agreed-upon fixed price, independent appraisal, or a formula based on financial metrics or earnings. Other common provisions found in Vermont Shareholders' Agreements are: 1. Decision-making process: Outlines how major decisions will be made within the corporation, including voting rights, quorum requirements, and procedures for resolving disputes. 2. Roles and responsibilities: Clarifies the roles and responsibilities of each shareholder and their level of involvement in the corporation's operations. 3. Confidentiality: Ensures that sensitive information regarding the corporation's affairs and trade secrets remains confidential. 4. Non-compete and non-solicitation clauses: Restricts shareholders from engaging in similar business activities or soliciting employees or customers of the corporation. It's essential to note that there may be various types or templates of Vermont Shareholders' Agreements available, each tailored to suit different circumstances. Examples may include agreements for minority shareholders, majority shareholders, or agreements specific to certain industries or circumstances, such as technology startups or family-owned businesses.

Vermont Shareholders' Agreement serves as a legally binding document between two shareholders of a closely held corporation in the state of Vermont. This agreement outlines the rights, obligations, and responsibilities of the shareholders and establishes a framework for their cooperation and management of the corporation. It plays a crucial role in safeguarding the interests of both parties involved. One significant provision found in many Vermont Shareholders' Agreements is the inclusion of Buy-Sell provisions. These provisions address potential events that may trigger the sale or transfer of shares, ensuring a smooth transition and minimizing conflicts. Buy-Sell provisions commonly include the following mechanisms: 1. Right of first refusal (ROAR): This provision grants the remaining shareholder(s) the first opportunity to purchase the shares of a departing shareholder before they can be sold to a third party. It allows existing shareholders to maintain control and prevent unwanted third-party involvement. 2. Shotgun clause: Also known as a Texas Shootout provision, this mechanism allows either shareholder to make an offer to buy the other shareholder's shares at a specific price. The receiving shareholder then has the option to accept the offer or counteroffer for the same amount. If the counteroffer is accepted, the shareholder who initially made the offer is obligated to sell their shares to the counteroffer issuer. 3. Put and call options: These provisions grant one shareholder (the caller) the right to call for the other shareholder (the putter) to sell their shares at a predetermined price. Conversely, the putter has the option to sell their shares to the caller at the same price. 4. Valuation methods: It is crucial to establish a fair valuation method for determining the price of the shares during a buyout. Typical methods include an agreed-upon fixed price, independent appraisal, or a formula based on financial metrics or earnings. Other common provisions found in Vermont Shareholders' Agreements are: 1. Decision-making process: Outlines how major decisions will be made within the corporation, including voting rights, quorum requirements, and procedures for resolving disputes. 2. Roles and responsibilities: Clarifies the roles and responsibilities of each shareholder and their level of involvement in the corporation's operations. 3. Confidentiality: Ensures that sensitive information regarding the corporation's affairs and trade secrets remains confidential. 4. Non-compete and non-solicitation clauses: Restricts shareholders from engaging in similar business activities or soliciting employees or customers of the corporation. It's essential to note that there may be various types or templates of Vermont Shareholders' Agreements available, each tailored to suit different circumstances. Examples may include agreements for minority shareholders, majority shareholders, or agreements specific to certain industries or circumstances, such as technology startups or family-owned businesses.