All for one or some for all: amendment provisions in your USA

Increasingly, we are seeing clients with unanimous shareholder agreements (USAs) that allow themselves to be amended by a certain majority of the shareholders of the corporation. This makes a lot of sense for clients with small minority shareholders who they don’t want to have to chase down every single time there is to be a change to the USA. That said, it raises certain questions, both taxonomically and legally, about a “unanimous shareholder agreement” created through amendment that is not signed by every shareholder. What is a Unanimous Shareholder Agreement? As a lawyer, the legal question is most important and interesting to me, but in order to answer it, we need to take a closer look at what constitutes a USA. A USA is both a creature of statute and a contract governed by contract law. In fact, it is theoretically possible for a USA to be a binding contract without meeting the requirements set out for it under statute. Under statute, the Canada Business…

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