5.5 Agreement Between the Shareholders

The concept: the shareholders' agreement (the SHA) — the private contract among the shareholders (beside the public constitution): the voting arrangements (the pools, the undertakings), the board representation's promises, the transfer restrictions (the rights-of-first- refusal, the tag-and-drag along clauses), the dividend-and-exit understandings, the dispute- resolution mechanisms (the arbitration clauses' popularity). The legal character: the CONTRACT (the contract law's discipline — the parties' privity) — NOT the constitution (the company not bound unless it adopts; the agreement's enforceability inter se only); the conflict questions (the agreement vs the articles — the courts' reconciliation craft); the Nepali practice (the joint ventures' and the family companies' ubiquitous SHAs — the modern practice's honest note).