175 Termination of the shareholders’ agreement for breach and on other grounds

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COMPANIES vol 9(1) commentary, articles

175 Termination of the shareholders’ agreement for breach and on other grounds

Copyright © 2025 LexisNexis

| Commentary

Where the breach is of a strict condition of the contract or the effect of the breach is sufficiently serious, sometimes rather misleadingly referred to as a ‘fundamental breach’, it is possible that the innocent party or parties may be able to terminate the shareholders’ agreement as a result of the

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(4) FORMATION AGREEMENTS AND SHAREHOLDERS’ AGREEMENTS

176 Dispute resolution

177 The need for restrictions on transfer

178.1 The transfer notice

178.2 Valuation of the shares

178.3 Notification and offers

178.4 Completion

179 Location of pre-emption procedures

180.1 Possible clauses in a shareholders’ agreement

180.2 General principles relating to restrictive covenants

180.3 The court’s approach to restraint of trade clauses

180.4 Application to shareholders’ agreements—legitimate interest

180.5 Application to shareholders’ agreements—reasonableness

180.6 Competition Act 1998

181 Termination of the business

182 Winding up of the company

183 The main remedies for breach of a shareholders’ agreement

184.1 Damages

184.2 Equitable remedies

185 Leaving the company

186.1 The provisions of the Companies Act 2006 Section 994