Grounds for invalidating a shareholder agreement
A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction, or the refusal to perform the whole or any part thereof, or an agreement in writing to submit to arbitration an existing controversy arising out of such a contract, transaction, or refusal, shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract. There are limits to the pro-arbitration policy in Section 2. 2013) (holding that FAA preempted Maryland law invalidating class action waivers); Murphy v. 2013) (holding that Concepcion has retroactive effect and that Section 2 preempts class action waiver in consumer contract); Mortensen v. Constitution, the pro-arbitration policy expressed in Section 2 preempts state laws that prohibit “outright the arbitration of a particular type of claim” or “interfere with fundamental attributes of arbitration and thus create a scheme inconsistent with the FAA.” In line with the Supreme Court’s guidance, lower federal courts have applied Section 2 to sweep away state laws that interfere with the scope of arbitration agreements entered into between private parties. Shuttle Exp., Inc., 712 F.3d 173, 180-181 (4th Cir. Therefore, “[t]o set aside an agreement on the ground that it was the product of . Threats of violence can be held to constitute duress in order to set aside a separation agreement.
Such an exclusion may be decided by the shareholders’ assembly, by one or more specific shareholders, by the directors of the company (President or Director General), another corporate body (such as a supervisory board, if any) or even a third party.
In all events, the rights of defence of the excluded shareholder must be respected.
Unlike the exception for “generally applicable contract defenses” set out in Section 2, the “effective vindication” and “inherent conflict” exceptions do not appear to have any obvious effect upon the FAA’s preemptive scope.
These exceptions are designed to ensure only that other statutes or that such agreements are in inherent conflict with state law.
The directors are the "soul" and conscience of the company. Often these roles are assumed by the same individuals but as a company grows and becomes larger, this may not be the case. When a company is formed, its shareholders may decide on a set of ground rules over and above the basic legislation that will govern their behavior. When a company has hundreds of shareholders or becomes a "public" company, the need for such an agreement disappears and the applicable Act and securities regulations then take over. If a shareholder withdraws, should he be able to "force" the other shareholders to buy his shares? If a shareholder (like a founder) gets shares for making certain commitments to the company over time, certain vesting conditions need to be specified.
The shareholders appoint the directors who then appoint the management. Management may or may not be liable for company actions. A shareholders agreement is confidential and its contents need not be filed or made public. For example, a three-owner retail shop may adopt a totally different approach to that of a high tech venture which may have many owners. ), may be obligated to go along with a deal if more than a given number (say 90%) of shares are being offered to a buyer.
[A] Introduction In order that a separation agreement between a husband and wife may be upheld as valid and enforceable, it must have been entered into freely, fairly, and voluntarily, and be free from coercion, duress, or undue influence.
A separation agreement that is a product of coercion, duress, or undue influence can be set aside.
The shareholder whose exclusion is proposed must be informed of his/her proposed exclusion and called upon to provide an explanation for its behaviour, etc.