Pervez Sadiq Rahman, Christ (Deemed To Be University), Bengaluru
ABSTRACT
One of the most important subjects in corporate governance is the dynamic interaction among Articles of Association (AoA) and Shareholder Agreements (SHA). While AoAs control company internal management, SHAs decide the rights and obligations of shareholders. This work explores their relationship in which significant domains of intersection and conflict are found. It also evaluates the SHA clauses that need to be included into AoAs to be operational. This study bases its conclusions on statutory frameworks, court precedents, and comparative viewpoints using "content analysis" and "doctrinal research" as methodologies in the research approach, so illuminating developing legal standards.
Any entity's corporate governance structure mostly relies on its agreements and guiding papers. Described as the "constitution of the company," the Articles of Association (AoA) and the Shareholder Agreement (SHA), a contract between shareholders outlining particular rights and obligations, are two essential instruments in this ecosystem. Conflicts do, however, frequently result from SHA clauses contradicting or lacking in AoAs. Two main research questions will be answered in this work:
1. What relationship do a Shareholder Agreement and Articles of Association share?
2. For a Shareholder Agreement to be enforceable, which clauses must be included into the Articles of Association?
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