When shareholders have agreed to a right of first refusal alongside an obligation to sell under certain circumstances, it remains uncertain whether a shareholder who is obliged to sell must formally notify the other shareholders to allow them to exercise their right of first refusal.
This Federal Supreme Court decision concerns a dispute arising from the breach of a non-competition clause in a share purchase agreement between two companies. The court confirmed the breach but upheld a reduction of the contractual penalty on the grounds that it was excessive.
In a shareholders’ agreement, an option right was granted to four brothers to keep a family business within the family. It proved useful when the fourth brother decided to grant a third party an emption right.
A two-year earn-out period defined by the courts (by filling a contractual gap).
Liability of the seller for third party litigation in a Share Purchase Agreement: is the time limit applicable only to the bank guarantee or also to the indemnification obligation of the seller?
Rescission with retroactive effect of a share purchase agreement because of a fundamental error.
The debtor raising the defense of the simultaneous performance of the parties' obligations must raise it sufficently early in the court proceedings.
The interpretation of a shareholders’ agreement in a former joint venture which provided for option rights upon change of control.
