THE ROLE OF UNANIMITY Sample Clauses

THE ROLE OF UNANIMITY. In shareholders’ agreements, the importance of unanimity is related to the issue of judicial scrutiny198. For those shareholders’ agreements which do not require unanimity, enforcement will require greater judicial scrutiny199. In contrast, shareholders’ agreements which require unanimity will initially have a more positive approach from the judge200. The idea behind this difference of treatment is the possibility of prejudice to nonparticipating shareholders and the interest of the corporation201. The considerations in support of unanimity are: i) all shareholders should decide about the corporation and their assets;202 ii) the possibility of injury for minority shareholders is reduced if all shareholders participate in the agreement;203 and iii) shareholders’ agreements can affect the structure and operation of the corporation and shareholders’ obligations and rights204. Nevertheless, even unanimous with discretion in managing a corporation;