Shareholders’ agreements

All companies mnst have a written eonstitution, which consists of two documents the memorandum of assoeiation, which controls its external relations, and the articles of association, which state how its internal affairs are to be run. Separate from these documents and not formally part of the eompany s constitution, there may also be a shareholders agreement. We shall look at each of these documents in turn. 

In a number of cases, transactions led to an agreement between the heads of companies that had stock options and were eager to make a profit, and the potential buyers. This was how Celanese, an able and well-diversified company that had the means to retain its independence and competitiveness with regard to any major company, was acquired by Hoechst following a transaction that was satisfactory both to the German buyer and to the shareholders of the American group, at least for the time being. 

These investors and others sponsored and supported a number of proxy resolutions on disclosure of climate change risk, some of which resulted in direct votes of shareholders while others led to negotiated agreements to meet the general terms of the resolution. 

The agent must be a national of the country concerned, or a company with a majority national shareholding. The agency agreement must be registered. The agreement must specify... 

Under the terms of the Processing Agreement between NZSFC and the Crown, the tolling fee to be paid by the Crown, when the plant operated at design capacity, was to cover all of NZSFC s costs including tax and debt service. Also, at design capacity, the fee was to provide the shareholders with a tax paid discounted cash flow rate of return on qualifying capital at risk of 16 percent adjusted for inflation. 

It was on this basis, with shareholders equity budgeted at US 275 million, that in July 1982 the New Zealand Synthetic Fuels Corporation entered into a credit agreement with Citicorp International Group and a syndicate of international banks for a term project financing facility for US 1700 million. This facility provided for a term loan (to be repaid over 10 years) of US 1200 million, plus a standby facility of US 500 million. 

In 1998, Exxon and Mobil signed the historic document (for both companies) a definitive agreement to merge and form a new company called ExxonMobil Corporation. After shareholder and regulatory approvals, the merger was completed in November 30th, 1999. 

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