101.1 Russell v Northern Bank

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BUSINESSES vol 4(2) start-up, sale and purchase

101.1 Russell v Northern Bank

Copyright © 2025 LexisNexis

| Commentary

(b) Preliminary issues in the drafting of a shareholders’ agreement

101 Provisions which seek to fetter the company’s statutory powers

101.1 Russell v Northern Bank

The most common method of regulating the rights and duties of the shareholders in a private

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(1) START-UP

101.2 Impact on the drafting of a shareholders’ agreement

102 The need for consistency between the articles and the shareholders’ agreement

103 Ensuring consistency between the shareholders’ agreement and any subsidiary agreements

104 Summary of preliminary drafting points

105 Customising a shelf company

106 Initial capital

107 Further finance from the company’s shareholders

108 Further finance from outside the shareholders

109.1 The desirability of a distribution policy

109.2 Default provisions in the shareholders’ agreement

110 The need for restrictions on board and shareholders’ decisions

111.1 Restrictions which should be accepted by the shareholders alone

111.2 General running of the business

111.3 Financial policy

111.4 Transactions involving directors, employees and consultants

111.5 Litigation

112 Ensuring that the shareholders have adequate information to make decisions

113 The need for deadlock provisions

114 The aim of deadlock provisions

115.1 When the deadlock provisions are to apply