With the above problem is another problem linked to use of shareholders agreements: party to apply to various types of agreements liability under the shareholder agreement if the agreement itself is invalid – will automatically be denied and in the demand for damages, or contractual penalties. As an illustration this problem will be appropriate following example: Two participants in the JSC, one of which is a minority shareholder, have entered into a shareholders agreement, which enshrined the right of voting rules on certain issues. Further minority shareholder is selling a half share of a third person – of course, in compliance with all formalities. Company members is three. Majoritarian – 60% and two younger, 20% each. It turns out that one member of society agreement concluded with other (new member) – no. One observes the conditions of previous agreements, the other – no.
Moreover, the new party does not want AO nothing to limit themselves and refuses to voluntarily to join the agreement (to sign new). What to do in this situation? The version of "oblige the court to join" is no longer as limited by the instantaneous freedom of contract principle in the treatment of: party civil law decides with whom to enter into a contract, and with whom – no. Maybe there is a sense in advance, anticipating the difficulties with the execution of the agreement, to include in the charter of the wording of the "purchaser in the share capital must to join the shareholder agreement, to which was the seller? " Will not work – again a contradiction with the freedom of contract.