The law also grants shareholders certain remedies, often with a claim for damages for infringement or any other facility. Pursuant to section 212 of the Act, the High Court has very broad powers to settle shareholder disputes if the court finds that the affairs of the company are being managed or that the powers of the directors of the company are being exercised in a manner that oppresses a shareholder or does not respect the interests of a shareholder as a member of the company. Pursuant to section 212, the High Court may issue an order it deems appropriate, including the ordering or prohibition of an act, the cancellation or variation of a transaction, or to regulate the management of the affairs of the corporation in the future or for the purchase of a shareholder`s shares. Often, in cases like this, the High Court will order a shareholder to buy the shares of another shareholder and may order the company to buy back the shares of one or more shareholders. In addition, a dissatisfied shareholder may also apply for an injunction within the meaning of Article 569 of the Law on the Liquidation of the Company. Again, the High Court can issue such an injunction if it considers it to be fair and equitable. It is sometimes said that incorporations could address all the issues that would typically be visible in a shareholders` agreement. While this is true, there are some important reasons why shareholders more often choose to settle their relationship with each other as shareholders through a shareholders` agreement and not just the Constitution. These reasons are discussed in the next section.
The best way to deal with this situation is to introduce into the SA a clause according to which any MENTAL created for the start-up belongs to the start-up, not to the founders/shareholders. It`s an easy process to assign the IP to the startup, and a lawyer can help you do that. It is customary for individual promoters of a company to hold on their own behalf certain valuable rights used by the company (e.g. B rights to source code or other IPs, domain names, trademarks, etc.). Often, promoters have carried out considerable preparatory work before the creation or commencement of trading with a company, and project promoters may have acquired with the best of intentions such valuable rights in their own name to transfer them to the company, but have not succeeded in doing so. . . .