Grounds for invalidating a shareholder agreement
[B] Duress–Defined Duress is defined as that degree of constraint or danger, either actually inflicted or threatened and impending, which is sufficient in severity or in apprehension to overcome the mind and will of a person of ordinary firmness.The requirements of common-law “duress” have been enlarged to include any wrongful acts that compel a person, such as a grantor of a deed, to manifest apparent assent to a transaction without volition or cause such fear as to preclude him from exercising free will and judgment in entering into a transaction.Repeated harassment by a spouse seeking the other spouse to sign a separation agreement has been found by the courts to constitute duress.s legal system has been the subject of considerable discussion.Duress may take the form of unlawfully inducing one to make a contract or to perform some other act against his own free will. duress, the party making the claim must make a convincing showing that the agreement was coerced by means of a wrongful threat such that the exercise of free will was precluded.” [C] –Proof Two factors must be proven to establish “duress” to set aside a prenuptial agreement: (a) that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will and (b) that this condition of mind was caused by some improper and coercive conduct of the opposite side.Therefore, “[t]o set aside an agreement on the ground that it was the product of . Threats of violence can be held to constitute duress in order to set aside a separation agreement.This flexibility, however, can give rise to conflicts between a shareholders' agreement and the constitutional documents of a company.[A] Introduction In order that a separation agreement between a husband and wife may be upheld as valid and enforceable, it must have been entered into freely, fairly, and voluntarily, and be free from coercion, duress, or undue influence.
THIS AGREEMENT, dated [AGREEMENT DATE] is entered into amongst the following individuals constituting all of the current shareholders of [CORPORATION] (“Corporation”): [SHAREHOLDER 1] [SHAREHOLDER 2] [SHAREHOLDER 3] [SHAREHOLDER 4] (referred to collectively as “Shareholders” and individually as “Shareholder”) and the Corporation.
Under Article 48.4 of the JSC Law, the board of directors of a company is elected by a simple majority of shareholder votes.
On 17 January 2017, the Ukrainian Parliament approved the Draft Law on Corporate Agreements (the “Draft Law”) (draft law No. When adopted, the Draft Law will significantly contribute to the reform of corporate laws in Ukraine.
A separation agreement that is a product of coercion, duress, or undue influence can be set aside.
Duress, coercion, and undue influence are discussed below.