Expertises connexes

While share purchase and sale clauses such as the right of first refusal, mandatory offer or the right and obligation to follow, for example, serve to provide for the various circumstances under which shares may or must be sold, it may also be necessary to plan for the payment of these shares. Bernier Fournier’s vision, based on cooperation with the client, will guide your actions, at the stage of choosing the share payment mechanism, to find the right solution for you.

In addition to the evaluation clause, which serves to determine the value of the shares at a given time, the payment clause must indicate the mechanism for payment of the shares. This provision of the shareholders’ agreement must specify a time at which the payment becomes due. It is also possible to fix interest, which may be a wise choice when the term is very long. Finally, at the stage of drafting the shareholders’ agreement, it may be deemed necessary to set out guarantees that can be invoked in the event of non-payment of shares.

Furthermore, it is generally appropriate to provide for different provisions adapted to the various types of payment. For example, special provisions may be made for inter vivos payments in connection with the right of first refusal or the mandatory offer clause in the event of a withdrawal from the business, except in the case of disability. In the case of inter vivos payment, which usually does not allow for payment of shares from the proceeds of a life or disability insurance policy, the payment clause may be supplemented by a provision setting out the various financing methods available to purchasers. These different financing methods, which include a corporate guarantee or personal loan, each have advantages and disadvantages for the company and the shareholders. It is therefore wise to consult our lawyers, who have specialized in commercial law for many years, to ensure that you make the most strategic choices for your finances and those of your company.

On the other hand, death and disability payments, such as those arising from a binding offer, will be distinguished from inter vivos payments since there are usually life or disability insurance products involved due to the presence of an insurance clause in the shareholders’ agreement.

Our team of competent and experienced professionals will guide you in the drafting of the shareholders’ agreement. In the event of a dispute regarding the payment clause or any other clause contained in the shareholders’ agreement, we have the knowledge to help you assert your rights and interests.