Shareholders Agreement Confidential Information

This case shows the importance for shareholders, when drawing up confidentiality clauses, to think about certain future scenarios in which they may have to allow the disclosure of confidential information to third parties. In that case, it was obvious that without the disclosure of information about the company to potential buyers, it would have been virtually impossible for the shareholder to sell his shares in the company. If a confidentiality provision does not clearly indicate whether the disclosure of confidential information is permitted, it is best practice to obtain in advance the explicit agreement of the Board of Directors authorizing such a measure. Some of the typical provisions contained in a shareholders` agreement that you might want to take into account are the following: there are also certain risks that may be associated with the introduction of a shareholders` agreement in some countries. If you would like advice in the development of confidentiality clauses or information on the tasks of administrators in general, do not hesitate to contact Jessica Nugent or any other member of the corporate team on 0207 404 0606. This guide serves only general information and the general interest and should not be used as specific legal advice. Confidential information and trade secrets, on the one hand, people are dealing with people who know them, and there is nothing to prevent a person from selling his shares to his friend at the pub, resigning from his board of directors and creating a competing company two doors away from the first store. A shareholders` agreement is also legally more legally binding than articles. The statutes may be amended or supplemented at any time by a special decision of the members. Chester argued that the obligation of confidentiality of information could be met by ensuring that one in three people to whom information has been provided agrees to keep that information confidential (in this case by requiring potential buyers to sign confidentiality agreements). However, the Court rejected this argument and held that the usual importance of an obligation to treat information strictly confidentially was that it could not be made available to anyone.

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