Ejeraftaler & vedtægter - med særlig fokus på medarbejderkapitalejere og deres rettigheder og pligter

Abstract

When the current Companies Act came into effect in 2010, it was with the aim to bring together the Public Limited Companies Act and the Private Limited Companies Act into a joint piece of legislation. With the entry into force of this legislation, the legal status of shareholder agreements was changed, as they no longer have the opportunity to influence the general assembly of shareholders. Based on this legislative change, the purpose of this dissertation is to shed light on the legal status of the shareholder agreement and the company's articles of association while determining the hierarchy in legislation. In addition, this dissertation aims to clarify what an employee shareholder is, what rights and duties an employee shareholder has, and how these rights and duties are regulated in the shareholder agreement. After the introduction, there is a section, which describes the method used in the dissertation. Subsequently comes a section that analyzes what a shareholder agreement is, what it contains and the disregard of the shareholder agreement. After this, there is an analysis which aims to show the purpose of the articles of association, what the articles of association should contain and in which cases the articles of association can be disregarded. Then there is a section that must show the relationship between the shareholder agreement and the articles of association, including which issues should be addressed in the shareholder agreement, which issues should be addressed in the articles of association and which issues can be addressed in both the shareholder agreement and the articles of association. In addition, the hierarchy in legislation will also be shown based on the analyses, as well as the differences in interpretation of the shareholder agreement and the articles of association. Finally, the subject “employee shareholder agreements” will be treated. There will be a focus here on what an employee shareholder is, when you are recognized as an employee shareholder and when you are recognized as an ordinary shareholder, as well as how the ordinary shareholder agreement differs from shareholder agreements with employee shareholders. This will include an analysis of when an employee is recognized as a wage-earner in other legislation. At the same time, restrictions on transferability as an employee shareholder will be analyzed in case law, with focus on the obligation, to sell back shares upon termination of the employment contract. Finally, the subject of customer and non-competition clauses are dealt with, as an employee shareholder and the breach of customer and non-competition clauses, including agreed penalty clauses. The dissertation ends with a summarizing conclusion that aims to answer the questions in the problem statement, based on the knowledge gained in the dissertation.

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A master thesis from Aalborg University

Ejeraftaler & vedtægter - med særlig fokus på medarbejderkapitalejere og deres rettigheder og pligter

[Shareholder agreements & articles of association - with a particular focus on employee shareholders, and their rights and duties]