As a general rule, the operation of the company is left to the board of directors. However, shareholders may believe that there are certain decisions that should not be left to the discretion of the directors and instead require shareholder agreement, which is particularly relevant if there are directors who are not shareholders. There are many reasons why the parties choose to use a shareholders` pact rather than rely solely on the provisions of the 2006 corporations and/or law, including: a shareholder contract is a legally enforceable contract and the rules relating to its applicability and remedies available in the event of infringement will, in many cases, be the normal rules of contractual law. Yes, for example. B a decision is made by the company without the required majority, or when a shareholder denounces an illegal sale of significant assets or transfers shares without respecting the accuracy set out in the shareholders` pact, the underlying law remains, in most cases, valid. However, if the remedy caused a loss to other shareholders, for example. B by a devaluation of their shareholding, these shareholders may assert an infringement right against the other shareholder. In this case, available remedies include the recovery of damages, the suspension of the voting rights of the failing shareholder, or even the obtaining of an injunction requiring the breached shareholder to transfer his shares or take other measures. The facts of this case are not particularly remarkable.
There appears to have been a clear breach of the shareholders` pact, which made the judge`s decision relatively straight. A referral order may limit the violation of a negative provision of the contract. Its use is very limited in trade restriction, where it is often coupled the most effective remedy, even if related to a claim for compensation and in areas such as copyright infringement and patent infringement. The general capital rules applicable to the granting or not to the particular benefit generally apply to omission. The decision is made in response to several code violations by Mr. King regarding his joint actions of Rangers International Football Club plc (« Rangers »). The issue becomes more difficult when the contract provides that it is terminated in the event of a violation of one of its terms by a party, but also aims to exclude the right of a party to terminate the continuation of the performance of the contract in the event of an infringement. Whether the exclusion of the common law is effective is a matter of treaty construction. In the event of a fundamental and substantial infringement on the part of certain partners, it is also possible to permanently terminate the contract between the partner and, therefore, to reverse the commitments initially agreed.