Shareholder agreements may do so for reasons based on case law. The limits of the parties` freedom to design the corporate charter and statutes are the generous but ultimately limited legal system provided for by the Delaware General Corporation Law (”DGCL”). Shareholder agreements should not be so limited; Instead, they sometimes set only the general limits of contractual freedom – the public order of the state, here Delaware. Why this unequal treatment? As contracts, shareholder agreements are a creature of the parties` effective agreement and can only be amended with their (late) consent. On the other hand, the Charter and the statutes can be modified by a collective decision that submits the rights of a particular shareholder without consent. Delaware courts take the difference seriously: there are rights that cannot be taken from a shareholder, but that he can do without personally. A special shareholder decision generally requires shareholders with at least 75% of the company`s shares to vote in favour of a deal. This percentage is a commercial matter and it is not uncommon for it to be changed based on shareholder participation. This means that a shareholder who owns 75% of the company`s shares can make the decision himself. He would not need another shareholder to vote in favour of the case.  By capping the voting rights of shareholders in order to ensure control of historical shareholders.
The validity of the clauses limiting voting rights appears, under certain conditions, much more uncertain (if not totally excluded) in the Grand Duchy of Luxembourg in limited partnerships under Belgian law. Although neither Parliament nor the case law has, to our knowledge, explicitly ruled on the validity of these clauses, the doctrine currently appears to consider them almost unanimously illegal because of their opposition to Section 450-1 (5) LCC. Education that contravenes these clauses can also be based on the parliamentary procedures of Law 5730, which had explicitly considered the possibility of restricting the right to vote in Luxembourg-based enterprises before this possibility was finally withdrawn as a result of a government amendment. which considered that the introduction of a limitation of voting rights (including optional) was not appropriate. It is important to note that a shareholder pact may include a unique and personalized set of private rules requiring shareholders and the company to act in a manner agreed upon by all.