A shareholders union is an agreement between partners of the same company, parallel to the company, in order to guide the company's decisions in a certain direction, and pursuing a series of objectives.
In other words, the partners who are part of a shareholders' union agree to vote jointly and in a specific way. This, either by keeping their shares or by handing over a power of attorney to a representative (we will see this later).
In the academic field, Isaac Halperín and Julio César Otaegui, in their book "Anonymous Societies«, Define shareholders' unions, as the temporary or permanent link between certain shareholders, who seek to follow a certain conduct within the company, as well as impose their vote in the assemblies in a certain sense and based on those goals that motivate them to act like this. In a way, with the main objective of keeping a group at the head of the government of society.
Characteristics of the shareholders' union
The defining characteristics of a shareholders union could be the following:
- Each country has a different legal order on these agreements, their scope and consideration being different depending on each legal order.
- It forces the union members (union members) to each other, but not to society against them. In other words, the parties to the agreement cannot demand compliance with the company, for example.
- The agreement may include the preferential right of purchase by the other members of the union. In other words, if one of the member partners decides to sell its shares, the other members of the union would have preference in the purchase of said participation.
- Depending on the country, in some cases there is an obligation to communicate to the company about the agreement for it to take effect, and in other cases this depends on what is established in the articles of incorporation and the statutes of the company.
- A capital contribution is not required to join the union.
- Depending on the country, it may or may not have a time limitation.
- As previously mentioned, the syndicates can grant a proxy to a representative, called the trustee or president, to act on their behalf in a general meeting of partners, voting as agreed. That is, voting can be in person or through a representative.
- The union is a parallel agreement to the company, with an interest that can be particular and does not necessarily coincide with the interests of the company.
- It is an informal contract, but a lawful one.
- It can be a union made up of a majority or a minority shareholder.
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