Programming Pretty Pixels

Subject/verb arrangement can appear uncomplicated for native speakers and others comfortable with English; we understand to write “the lawyer argues” and “the attorneys argue.” However, some special scenarios can make it more difficult to tell whether a subject and verb truly do concur. These complications can emerge from the words themselves, or from their order in a particular sentence.

Acknowledging plural and particular nouns

Again, the essentials are straightforward – we normally include an “s” to the end of a noun to form a plural (a group of more than one “accused” constitutes “accuseds”) and understand the most typical irregular plurals (a group of more than one “kid” is a group of “children”). However here are a few to look out for.

Some words you might not recognize are particular:

another – anybody – anyone – anything
each – either – every – everybody
everyone – less – little – much
neither – nobody – none – no one
nothing – somebody – someone – something

1) Words that seem to describe a group but must be treated like individuals because they are grammatically particular. They are:

For some words, it might help to consider the word split into its parts, so that “everybody” becomes “each,” “none” becomes “not one,” and so on. This strategy stresses that the topic is “one” (” every” shows which “one” is under consideration) and “one” is obviously singular.

Incorrect: “Of all the trainees in the class, none have taken Latin.”

Right: “Of all the students in the class, none has actually taken Latin.”

2) Words that end in “s” however represent a concept as a whole. Some examples: news, politics, data, economics.

Incorrect: “Gymnastics are more hazardous than football.”

Right: “Gymnastics is more unsafe than football.”

3) Collective nouns that represent a group of individuals acting as a body. Consider the following:

Right: “The Sons of the Revolution has actually an intertwined relationship with the state.”

Although under normal scenarios, “sons” would take a plural verb, in this case the author has actually properly understood that “Sons of the Revolution” is an appropriate noun describing one organization as a whole, instead of several specific children.

Likewise, some common nouns that may represent a group of individuals acting as one are:

board (of directors) – committee – corporation – couple
court – family – government – jury
majority – panel (of judges)

Keep in mind that a few of these words need to be handled differently if they are utilized to represent a group of individuals acting independently (see “Some words you might not recognize are plural,” below), however that some are always singular; for example, whether it includes one individual, as in a high court, or of a body of people, “the court” is regarded as an organization, and for that reason takes a singular verb.

Incorrect: “The court stated that they were ill-equipped to second-guess the trial court judge’s determination.”

Right: “The court specified that it was ill-equipped to second-guess the trial court judge’s decision.”

This is also true of expressions handling time, cash, and weight.

Incorrect: “Five thousand dollars were awarded to the plaintiff.”

Right: “Five thousand dollars was awarded to the complainant.”

Consider such quantities as swelling sums instead of individual dollars (pounds, hours, and so on).

Some words you might not realize are plural:

1) Words that originate from Latin. “Data” and “program” are both plural; although they are typically treated as singular in informal conversation, for the function of professional composing they ought to be treated with technical precision as plural.

Incorrect: “The information does not support this conclusion.”

Right: “The data do not support this conclusion.”

Or,

Right: “The datum does not support this conclusion.”

Some singular/plural pairs that follow this model: agendum/agenda, criterion/criteria, datum/data, dictum/dicta.

2) Collective nouns that represent a group of individuals who are acting individually. Whereas, for instance, the word “jury” would take a particular verb when the jurors act in show (” the jury chose that … “), it would take a plural verb when differences between the group are stressed.

Incorrect: “The jury disagrees [among themselves] on this problem.”

Right: “The jury disagree on this concern.”

If this building sounds uncomfortable to you, you may restore the sentence with a various topic:

Right: “The members of the jury disagree on this issue.”

Keep in mind that some collective nouns constantly take plural verbs. Some examples:

elderly – police – poor – young

Acknowledging subjects and verbs in uncommon locations

In numerous sentences, the verb immediately follows the topic: “The law enforcement officer frisked the suspect.” This kind is both common and effective due to the fact that the close distance of subject and verb allows the whole sentence to be understood quickly. Nevertheless, variations take place and you can not always depend upon the topic of the sentence to be the noun just left of the verb. Here are some instances of a little less common structures.

Stepping in words

In some cases a group of words that customize the subject will come prior to the verb. This scenario can be tricky, because it will put a noun carefully associated to the subject right next to the verb. Here’s an example:

Incorrect: “The criminal nature of these occurrences do not divest Family Court of jurisdiction.”

The author has actually attempted to produce contract, matching a plural noun, “events,” with a plural verb, “do not divest.” This error is natural since “incidents” appears where we typically anticipate the topic, right prior to the verb. Nevertheless, “incidents” really comes from a prepositional phrase that customizes an earlier word, “nature,” and the word should concur with that verb:

Right: “The criminal nature of these occurrences does not divest Family Court of jurisdiction.”

A test: Try saying the sentence without the stepping in words: “The criminal nature do not,” or “The criminal nature does not”?

Verbs preceding subjects

While verbs normally come after topics, in a couple of instances you will find them reversed. This is most common in questions (” What is the standard governing municipal tort liability, and which elements must be satisfied to please the unique relationship exception to that guideline?”) and in sentences beginning with “there.”.

Right: “There is a long history of judicial intervention in public schools considering that Brown v. Board of Education.”.

Right: “There are several criteria that courts use in deciding whether to intervene in public schools.”.

Note that “there” is not the subject of the sentence; take care of the verb to discover the subject and look for contract. In the very first example, the subject, “history,” is particular, and ought to be coupled with “is.” In the 2nd, the topic, “requirements,” is plural, and need to be paired with “are.”.

Compound topics.

Subjects made up of numerous specific components accompanied “and” take plural verbs: “Both New Horizons and Queens Rising have agreements with the state to supply twenty-four-hour look after youth.” However, a couple of special cases exist. Keep an eye out for introductory words such as “each,” “every,” “either,” and “neither.”.

Subjects joined with “and” are plural, but topics accompanied “or” or “nor” are not (always). Consider the following:.

Right: “Neither the Office for Civil Rights nor the Human Rights Commission in Vermont is most likely to file a court claim against Bennington.”.

Although the topic has two elements, “Office for Civil Rights” and “Human Rights Commission,” they do not have an additive quality; see “some words you might not recognize are particular,” above, for a conversation of words like “neither.” However, a plural verb is appropriate if the part of the substance subject closest to the verb is plural. A pair of examples will clarify this:.

Right: “Neither the plaintiffs nor the accused wishes to recommend settlement first.”.

Right: “Neither the complainant nor the accuseds want to suggest settlement first.”.

The verb in such cases might be particular or plural, however must agree with the closest part of the topic. Your ear can assist you here; both “offender want” and “defendants desires” sound wrong, no matter any topics they might be paired with.

Finally, when a substance topic involves the word “each” or “every,” use a singular verb. (See “some words you might not realize are particular,” above.).

Right: “Every pleading, written movement, and other paper is needed to bear the signature of at least one attorney of record.”.…

When do I need a shareholders’ agreement?

For the founders of a stock corporation, sooner or later the question arises whether they need a shareholders’ agreement. One often hears from SME circles in particular that this is already part of the standard. But is such a contract absolutely necessary? And what exactly should it contain? We will answer these and other questions about shareholders’ agreements.

At a glance

It is important to know that a shareholders’ agreement regulates the position and obligations of the contracting parties among themselves, but never implies the company as a contracting party. Regulations of the relationships between the AG and the shareholders do not belong in this contract.

Terminology and meaning of the shareholders’ agreement

The shareholders’ agreement has many names. Some call it a pool contract, others a syndicate contract or a shareholder consortium. However, that is all one and the same. A shareholders’ agreement applies exclusively to the legal form of a stock corporation. The basic aim of this contract is to regulate the rights and obligations of shareholders among one another. You can also integrate non-shareholders into the contract – these are usually potential future share buyers.

But why bother when there is stock corporation law? From his point of view, the tasks of a shareholder are very simple: They only have one duty and that is to pay in the corresponding share capital. This may be sufficient within large corporations, in which shareholders are often completely unfamiliar with one another. It usually looks different in smaller companies. In particular, when the company has only a few shareholders, there is a closer relationship with one another. Then you need to know who is working alongside you. This implies the desire to establish equal rules – both from the point of view of the shareholders and the partners.

Structure and content of the shareholders’ agreement

As mentioned before, a shareholders’ agreement does not at any time regulate the corporate law obligations of shareholders towards the stock corporation. It only regulates the obligations between the individual contracting parties themselves.

As far as the scope of the contract is concerned, there are no specific legal provisions. The general legal requirements must be complied with. You must also take into account personal rights and public order. Of course, the contract must not contain any immoral content (Art. 19 Para. 2 OR).

In most cases, a shareholders’ agreement is based on both corporate and contractual agreements. The basis of a shareholders’ agreement usually consists of the following points.

• Contractual partner preamble
• Contractual basis
• Contract duration
• Criminal law provisions in the event of a breach of contract
• Succession planning in the event of death
• Place of jurisdiction
• Severability clause
• Most contracting parties opt for this additional content:
• Voting lock-up clauses
• Responsible persons and responsibilities on the Board of Directors
• Disposal regulations and pricing mechanisms
• Loyalty Duties and Competition Clauses
• Obligations to make additional payments and make additional payments
• Regulations on employee participation, especially in the case of succession plans
• Stalemate clauses
• Obligation to commit when additional shareholders join

Some of the listed provisions often reinforce the efforts of founders to actively work towards a shareholder agreement, as this content is often perceived as particularly useful within the shareholder relationship. We’ll cover three of them shortly.

Legal form and duration

A shareholders’ agreement can be concluded before, with or after the formation. In theory, this can be done orally. In practice, however, this almost never happens, because at the same time most clauses legally require the written form. This is recommended anyway.

While the contracting parties try to tie the contract down for as long as possible, the law wants to avoid excessive contractual obligations. In spite of this, the term regulation in the law is kept quite open. After all, it contains the information that a shareholders’ agreement may not be concluded “forever”. In practice, the document is therefore usually limited to a certain period of time. At the very least, however, it must be reasonable to terminate the contract, at the latest by the legal deadlines. It is recommended that you set out rules for an extraordinary notice period in addition to an ordinary one.

Contract periods of up to twenty years are not uncommon and are permitted in most cases. Sometimes the parties find a clever method to equate the term with the end of the term of a company. Be careful here, however, as this method is often legally dubious. Ultimately, however, a reasonable term can only be assessed taking into account the content of the contract.

1. Disposal restrictions

Since a shareholder can legally sell his shares at any time without separate regulation, a restriction is one of the most sensible points within a shareholders’ agreement. The following clauses are particularly popular:

Right of first hand

If the shareholder wishes to sell his shares, he is obliged to first offer them to the other contracting parties for purchase for a certain period of time.

Right of first refusal

If the shareholders do not exercise their right of first hand, the shares may be sold to a third party. A right of first refusal gives them a second chance to buy the shares before a third party can complete the purchase.

In any case, sales restrictions should specify who and when may make use of a right of first refusal and how the share price should be determined. You can optionally add further provisions within this.

2. Voting obligation clauses

Voting clauses mean that shareholders are contractually obliged to vote for certain decisions in the general meeting uniformly or in a certain way. This is to avoid a tie. For example, this can affect the decision on the percentage of the profit distribution or the election of the board of directors. Such a point of the contract is permissible as long as it neither violates the law nor can a purchase of votes be assumed. This is forbidden.

3. Duty of loyalty and non-competition

Within a stock corporation, a contractually stipulated non-competition clause applies to employees, managing directors and members of the board of directors. But what about the shareholders? These are not included by default, as the non-competition clause is based on a different contract. However, competition rules can be included in a shareholders’ agreement. However, sensitivity is required when it comes to duration, scope and spatial orientation. Especially if the prohibition goes beyond the departure of a shareholder. Although there should be clear rules, the freedom of the shareholder should not be completely restricted.

Conclusion

The conclusion of a shareholders’ agreement is not mandatory, but appears to be useful for most SMEs. It offers the opportunity to create clear structures and rules between shareholders. Ambiguities and disputes can also be reduced or avoided entirely. Since a shareholders’ agreement is not subject to any legal structures, it gives the parties a lot of creative freedom on the one hand. On the other hand, the crux here is that the elaboration is very complex. Consultation with a specialist lawyer can be of great help here.

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