However, the shareholders` agreement may expressly impose on all existing shareholders the obligation to ensure that new shareholders are subject to the conditions of the shareholders` agreement, either by an act or by codifying these conditions in the company`s articles of association. Applicable law and jurisdiction: the parties decide on the law applicable to the interpretation of the shareholders` agreement Reserve matters for shareholders/directors: matters that constitute reserve matters and the amount of voting required by shareholders/directors before such a decision is deemed to have been adopted. Management: the shareholders` agreement defines how the business is to be operated, whether through an agreed business plan or in another way. “Reserved questions” are a number of issues on which the company must decide unanimously to make a decision. This clause would be particularly important for minority shareholders, as it protects the rights of majority shareholders (who will most likely be able to surpass all others at company meetings). Frequent examples of reserved issues would be a change in the company`s activities, an increase in the company`s share capital (which would dilute the stake of any dilution of all dilutions), the exercise of borrowing powers (e.g. B the huge loan from a bank) or the creation of charges (e.g. B the recording of a charge on the company`s assets). If you have any doubts about the design of your shareholders` agreement in Malaysia, please contact one of our corporate lawyers. We advise start-ups, SMEs and groups (especially for M&A transactions) on legal issues related to shareholder agreements. There are no laws that govern how the shareholder agreement is to be designed. However, the parties should comply with certain provisions of the Malaysian Companies Act that cannot be repealed by such a shareholders` agreement. Another important provision is the purchase price of the shares of outgoing shareholders.
If the outgoing shareholder is not willing to part with the shares at the price he initially invested for him (impossible in many situations), it may be necessary to have some sort of valuation mechanism. . . .