Special resolutions (optional clause)

Special resolutions (optional clause)

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This document is a clause which can be added into a shareholders’ agreement.

In addition to details about the general conduct and rights of parties at shareholder meetings, shareholders’ agreement often contain are terms setting out specific issues that require approval of shareholders by resolution approved by special majority.

This clause provides examples of the types of issues that would be addressed at shareholder meetings requiring special majority.

Using this precedent

This is a general clause which can be used in a shareholders’ agreement. This clause can also be used as an alternative, or supplement, to the list of resolutions requiring special majority in the schedule to the “Shareholders’ agreement (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for LexisNexis by Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Stephen Newman, Executive Counsel, Ponte Earle.