Shareholders Agreement Intellectual Property

The most common provision regarding the violation of the SHA is the obligation for the injuring shareholder to pay a lump sum compensation (i.e. a contractual penalty) to the startup and/or non-injurious shareholders. In addition, the injuring shareholder is often required to make full reparation for all damages that exceed the amount of the lump sum loss. What, then, is the correct amount of lump sum damages? Unfortunately, there is no correct answer. However, the basic general rule is as follows: too low a lump sum compensation can make the violation of the SHA economically attractive, but, on the other hand, a very high lump sum compensation can lead to a situation where, instead of developing the startup`s activities, the shareholders aggressively try to “detect” new substantial infringements committed by the other shareholders against SHA, to be able to claim lump sum damages. For example, if the lump sum damages are set at 100,000 euros, it might be tempting for shareholder Tom to claim that the other shareholders are violating the SHA. A shareholders` agreement is a document that records the functioning of the relationship between the shareholders of a company. So why is it so important to ensure that all intellectual property rights relating to the startup`s activities are owned by the startup itself? We`ve encountered this issue several times, although we`ve found that startup founders have begun to recognize the value of adequate protection of intellectual property rights. Therefore, if your startup`s activities are highly dependent on the IP developed, always make sure that the startup`s most valuable property, IPRs, is properly protected in the SHA.

We`re all trying to come to terms with this new normal during this pandemic, and for some, this pause has made it possible to realize your business plans. Because of how quickly companies move into one of the final thoughts on your list, both as part of your business plan and as business expenses, you can make sure you have a shareholders` agreement, but this document could save you time, money, and stress in the future. A shareholders` agreement is extremely useful if you have shareholders who wish to leave the company. The purpose of the document is to protect shareholders, regulate the relationship and inner life and give the company a clear and strong foundation for the future. Sale of the business – There are often rules in a shareholders` agreement that state that if a certain percentage of shareholders want to sell, they can “pull” other shareholders to sell their shares. It is often stated in a shareholders` agreement that minority shareholders can “lunch” with a sale if a majority wishes to sell their shares so that they are not left with the new buyer. Shareholder agreements also allow for flexibility when it comes to ensuring that shareholders have different classes of shares and therefore different dividend policies. The short answer is yes. If you are creating a business with more than one shareholder, we strongly advise you to enter into an agreement. In principle, both founders and potential partners (i.e. employees.key) are subject to a non-competition clause. However, as regards employee shareholders, i.e.

in particular key employees with minority stakes in a Finnish start-up, certain restrictions are imposed with regard to non-competition clauses, as the Finnish Law on Employment Contracts must also be taken into account. This legislation provides that workers may generally not be subject to non-competition rules which remain in force for more than six months after the termination of the employment contract. As an example, code Tom, who is also a minority shareholder of the startup where he works (for example, a normal situation in many Finnish startups). Since he is considered a working partner, the non-compete clause in the SHA prevents Tom from working at another similar company at the end of his employment contract. . . .



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