Müller R. Shareholders Agreement

Abstract: The author analyses the legal nature, purposes and substantive provisions of shareholders agreements under Swiss law in the light of Swiss corporate law reform in the early 1990–s. The author speaks about admissibility of the contractual rights of first refusal and option, on ways of ensuring representation of shareholders in the company’s bodies, various variants of the resolving of deadlocks. Considering the term of the shareholders agreement inadmissibility of obligations for ever is proved, alternative variants for establishment of terms are proposed, the order of cancellation of the agreement is described. The article contains both doctrine and references to judiciary practice and is of interest for Russian experts in corporate law in the light of the reform of the domestic legislation according to the Concept of development of the civil legislation of the Russian Federation approved by the Council on codification at the President of the Russian Federation.

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