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七條加州公司常見的股東合同條規

雖然股東合同内容是沒有法律限制的,很多加州股東合同都涉及到以下七個條款:

1. 注冊權

數多加州公司的股東合同都規定公司一定要在聯邦和州立安全法下提交注冊聲明來維護股東的權益。注冊聲明確保股東能夠公開發售他們的股份。這類條款通常在沒有投資者的家族公司是沒有的。

股東合同里注冊權的部分普遍都會提到注冊的過程,如何給各參售股東分配發售的股份,承包人應有多少能減少股東擁有的股份的權利,和免除安全法責任的條件。

注冊權也可以寫成附帶(piggy-back)注冊權或要求(demand)注冊權。要求注冊權可以强迫公司以股東的利益爲主提交注冊聲明。附帶注冊權則讓股東當公司提交注冊聲明時把自己的股份也携帶著公司的股份來發售。附帶注冊權的應用主要是當一名股東想要把股份買給第三方時。其他的股東可以用附帶注冊權來强迫第三方也以同樣的價格和條件來購買他們的股份,不然就阻擋這份買賣。這類條款通常是用來保護少數股東的利益的。

2. 跟隨權(co-sale / tag-along right)

跟隨權條款允許股東把他們的股份跟附在另一名股東的交易上賣出。有跟隨權的股東可以用跟其他股東一樣的條件和價錢來買另一名股東的股份。這些條款通常讓發售給第三方變得不現實和不划算,從而確保少數股東不會在一份交易中不被包括,也能確保家族生意能留在家人手中 。

3. 優先購買權 (Rights of First Offer)與優先決定權(First Refusal)

優先購買權能確保股東在把股份賣給第三方前,先讓其他股東出價購買。優先決定權規定發售的股東要先通知其他股東跟第三方買賣的條款,等其他股東拒絕購買被發售的股份,然後才可以賣給第三方。

4. 投票協議

加州允許股東在合同里自行決定投票程序。Cal. Corp. Code § 706(a)。 另外,加州也要求投票協議要在證書和交易聲明里清楚的表明。Cal. Corp. Code § 418。 所以,清楚地説明有沒有股東合同的股份證書説明上也都會寫清楚有沒有投票協議書。加州的股東合同通常都有股東同意董事構造和合約的條款。

另外一種加州股東合同常見的投票協議規定當一定股東人數投票支持合并或出售公司資產時,剩下的股東也必須投票支持。這種協議通常跟另一種叫做拖連條款(drag-along)的協議一起出現。拖連條款規定當一定的股東同意出售股份,剩下的股東也一定要同意出售。

5. 股份轉讓規定

股東通常都會在以下兩種情況下才會同意轉讓股份:其一是他們在聯邦和州立安全法下提交了注冊聲明,其二是如果注冊聲明是不需要的。

6. 保護性條款

這些條款的目的是爲了確保個別股東的股份不被稀釋從以保護他們的利益和優先權。保護性條款通常是用來處理其他類別,擁有更多權利和優先權的股東。這些條款也經常給予這些原股東更多批准權,例如可以批准通常需要董事會的批准的事件(例如,提高債務,金額過高的合約或賣一定價值的公司的財產)。最後,保護性條款也普遍給予重要的股東搶先權來優先購買未來的發行證券。

7. 買賣條款

這些條款規定股東能强迫公司買回股份的條件,或股東們能允許公司買回他們的股份的條件。這些條件通常適用於若某個股東去世或喪失能力的情況或當一名也是員工的股東被開除或被裁員。

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