Shareholders Agreement Governing Law

The issuance of the forced transfer of shares by outgoing employees/shareholders is taken into account in point 7.13. The articles of association may be amended by a special decision, which is a decision taken by 75% or more of the shareholders present and voting at a general meeting. As explained above, a statute can only bind a shareholder in his capacity as a shareholder. On the other hand, shareholder agreements can be used to confer rights on shareholders and impose obligations, for example. B to retain a person in his capacity as director or creditor or agent. However, great care must be taken when imposing obligations on a party, in its capacity as general manager, related to the obligations that a director owes to the company. This is taken into account in section 9. It is also common for certain classes of share transfers to be exempted from the requirement to offer them to other shareholders. This sometimes includes the transfer of shares to family members or a family transferee or the transfer of shares by a shareholder to another member of its group or the transfer of shares to its personal representatives or successors after the death of a shareholder. In addition, it is also customary to find a provision allowing these rights of pre-emption to be waived or not applied with the agreement of all or a certain part of the shareholders. This possibility of waiver/non-application allows an enterprise to avoid the time that would otherwise be spent complying with pre-emption procedures if there is a consensus among existing shareholders that shares can be transferred to a given person or person without going through the formality of pre-emption. From time to time, foreign investors try to acquire minority stakes in well-established Romanian companies that subject shareholder agreements to the laws of different countries, with better results in dealing with shareholder disputes.

The freedom of choice of parties governing their agreements is expressly recognized by the Romanian Civil Code (principle of lex voluntatis). However, if, in addition to foreign law, the parties continue to agree on a non-Romanian jurisdiction to settle a dispute, the effects on third-party effectiveness may be unforeseeable and range from prohibitive costs to unintentional conflicts between the principles of foreign and Romanian company law. The “shareholders` agreement” is a relatively new concept in the Russian legal system. . . .