The founders and important collaborators are the most important part of the start-up. But it`s a fact of life that things don`t always happen according to plans and people leave the company. Since the founders are the main shareholders of a startup, it is important to agree on what happens to their property if they leave the start-up (a leaver event). It should be noted that a non-compete clause in a shareholders` pact is generally earlier than a non-compete clause allowed in an employment agreement. The first is considered a violation of contract law and the continuation of labour law. Thus, both can be applicable simultaneously. In most cases, investors probably have to require life sciences companies to have the right to appoint a director and for a majority, if not all, of the directors appointed by the investors to be present so that there will be a quorum for each board meeting, so that business can continue. An investor director can bring his know-how and know-how to the sector. Founders may also have a strong right to appoint a director. In some cases, investors may seek „compliance rights,“ so they have the right to send non-directors to attend board meetings and obtain board documents, but no votes. While board representation can be expected, it can be difficult for a company to have gone through several investment cycles and new institutions to bring together new board members at each turn. The ability to sell the stock before the actual exit makes the investment a little more liquid for the investor and therefore the start-up as an investment destination more attractive.

However, it is in the startup`s interest to monitor the status of its shareholders. A commitment clause is one of the most common provisions found in investment agreements that require subsequent takers of the action to be subject to the terms of the agreement. It is customary to have a provision requiring each purchaser to issue proof of commitment that has the effect of treating the new shareholder as an original part of the investment contract and, therefore, bound by the provisions of the agreement. To avoid such issues, it may be useful to include a clause authorizing .B board to act on behalf of shareholders who do not exercise their shareholders` pact obligations for certain key transactions. Since the nature of the clause implies a significant transfer of control of shareholders, it is of course necessary to be extremely careful in the application of the clause. We have extensive consulting experience in all forms of joint ventures, joint venture agreements for founders and investors, contractual joint ventures, cooperation agreements and partnerships. Clearly, the parties to the shareholders` pact include the shareholders of the company.