Corporate Lawyers

The answer to your question will largely depend on the specific terms of the Shareholders Agreement, and whether the claims, and potential liability, come from a third party, the corporation itself, or your fellow shareholders. It might also depend on any other role(s) you have with the corporation as a director, officer, employee, and/or agent. A Kansas statute (K.S.A. 17-6305) provides specific parameters regarding a corporation's basic indemnity obligations for its directors, officers, employees, or agents. However, a shareholders agreement, the articles of incorporation, and/or bylaws might provide for more details regarding an indemnification review and approval process, the advancement of fees, or other requirements or protections. Related to indemnification by the corporation itself, the existence and extent of any insurance coverage for directors and officers liability (a D&O policy) could be a vital consideration in certain situations. You should consult with an experienced attorney regarding the specific terms of your Shareholders Agreement, any other relevant corporate documents, and the particular concerns you might have to make sure you fully understand the extent of any protection provided, and whether there are any uncertain areas or issues that need to be addressed.

Shareholders have rights and powers under the corporate law of the jurisdiction in which the company is incorporated. But many stockholders, especially in private companies, demand additional powers and protections.

It truly depends on the context in which they are being used. Both clauses outline the terms under which you get out of the contract.

With the caveat that I'm a Pennsylvania and not Illinois attorney, a contract establishes the rights and responsibilities of the parties. Whether you realize it, when you enter into a deal with a customer, you establish and oral contract. A written contract is much easier to enforce, and to prove the terms, because they are in writing. You are much less likely to run into disputes down the line. And for the most part, customers appreciate the certainty as well.

North Carolina does not require business purchase agreements to be notarized. However, some documents related to the business purchase deal might require notarization. For example, any deeds needed for the deal will likely have to be notarized. Some business purchase deals are pretty simple, while others can be rather complex. In many situations, it is ideal for each party to have at least one attorney representing them in the negotiations and preparing the necessary documents. If you have questions or concerns about a business purchase agreement, you might consider consulting with a knowledgeable corporate attorney. Good luck!