Please note that there is an interesting difference between the provisions of the CBCA and the MCA with regard to the confirmation of the shareholders` ability to trigger their discretion with regard to management decisions, given that Article 146(6) of the CBCA expressly allows shareholders to bequeath their discretion in the exercise of the directors` powers, while there is no equivalent provision to the MCA. Given that MCA recognises pooling agreements (see below), it is better advised that shareholders are indeed able to maintain their discretion and is therefore most likely a distinction without distinction. (c) an offer by a third party to acquire all or part of the shares (usually a controlling block) of one or more shareholders, but not all of them. The standard provision that must respond to this situation is a right of pre-emption. However, a first refusal may not be satisfactory if the other shareholders do not have the financial means necessary for the acquisition, if the conditions of the offer weigh on these resources, if the other shareholders seek the possibility of selling their own shares or if the offer is made by a person who is an authorised purchaser under the agreement, Like what. B another shareholder. Family member or close party. Another method to consider is a loonie or tag-along in which a selling shareholder can essentially only receive an offer that includes the shares of the other shareholders….