The Shareholder Agreement is an agreement among shareholders of a company. Shareholder Agreements are also regularly concluded among only some of the shareholders. Shareholders who are not party to the Shareholder Agreement are not bound by it. The company itself is never a party to a shareholder agreement.
Shareholder Agreements can deal with very different issues. Shareholder Agreements regularly deal with how a company should be managed, who takes over which functions in the company. They may also deal with restrictions on the transferability of shares, i.e. the restriction on the acquisition of shares by the parties to the shareholder agreement. The reason for this may be that shareholders require certain characteristics from third parties who wish to acquire shares. Existing shareholders may retain a right of first option for the shares, possibly even for a price already determined or determinable in advance.
One of the best known and most important Shareholder Agreements in Switzerland is that of the families participating in the Swiss pharmaceutical giant Roche Holding Ltd.. Based on a special type of shares in Switzerland (voting shares), the two founding families Hoffmann and Oeri hold the majority of votes in Roche Holding Ltd, although they do not own the majority of the capital. However, the families have the majority of votes only on condition that all shareholders of the family vote equally. For this reason the families have agreed to pool their votes. As this is of great importance for the publicly traded company, the renewal of this shareholder agreement will be published: https://www.roche.com/investors/faq_investors/major_shareholders.htm.