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 … Read full

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

… Read full