Shareholder Agreement ‘Gotchas’
By Nina Kaufman, Esq.My colleague Rush Nigut recently posted a piece in his blog about a little-known provision of Iowa law that could invalidate shareholder agreements after 10 years.
Think about it: You’re humming merrily along with your business partner, thinking you’re covered (because of COURSE, you hired an attorney and worked out an agreement), and your partner gets hit by a bus and dies. Your partner’s spouse (whom you’ve never really gotten along well with) looks at the agreement, and sees that it’s invalid because you signed it 12 years ago. Brings a lawsuit to get hold of the “dearly departed” share of the business. All of the careful buyout formulas and procedures you’ve thought through go down the toilet.
Your state might not have this law on the books . . . but maybe it does. Have you checked? Have you dusted off that agreement to make sure that it still meets your needs after time has passed? Are the same owners involved in the business? Does the valuation formula make sense in light of changes to your business? These are issues you should revisit periodically with counsel.
And there are a number of other legal issues that may be due for a checkup. To have a good sense of what they are, get your copy of my Legal Health Checklist, available at GreatBusinessLawResources.com–and make sure that your business records and practices are fortified against potential claims and lawsuits.
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