Consultation on corporate investment agreements (supplementing consultation content)
I am writing to ask further questions after some supplementation.
I made a new investment in the early stages of a certain startup. I also acquired the existing shares from the CEO.
To accommodate the company, I simplified the agreement to common stock, and I have since attracted investment from acquaintances and institutional investors multiple times.
In fact, I overlooked several breaches of contract before this consultation.
The main issue is that the CEO plans to sell the company, and although my contract includes a prior consent clause for the sale of shares by the interested party (the CEO), I did not include a tag-along right. I wrote it as a clause that requires prior written consent.
If the CEO proceeds without prior written consent, there is a penalty clause, and the penalty is 15%, and I can claim damages if losses exceeding this amount occur.
I am curious whether I can claim damages if the CEO proceeds with the sale if I do not give prior consent to the sale of the CEO's shares.
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