I’ve previously written about whether to use stockholder or shareholder; see MSDC 12.336 and this blog post. (I say it doesn’t matter which you use.)
Here’s a related issue that’s just as thrilling: should you say shareholders’ agreement, with an apostrophe, or shareholders agreement, without the apostrophe? (Obviously the same debate applies to stockholders’ agreement.) Note that if each agreement is signed by just one shareholder, the apostrophe would move one letter in: shareholder’s agreement.
I think it’s safe to say that the apostrophe makes sense. But it’s a little annoying, as not many contracts use in this manner a title that means “agreement between [collective noun].” That explains why my drastically unscientific search of contracts recently filed on the SEC’s EDGAR system suggest that two out of three contracts of this kind drop the apostrophe.
My search on EDGAR indicates that a third possibility—dropping the s at the end of shareholders—is quite popular. It’s used for contracts signed by more than one shareholder even though, strictly speaking, it suggests that the contract is signed by only one. But if you’re picking the least of three evils—the other two being (1) an anomalous apostrophe and (2) use of the plural in the absence of any connotation of the possessive—this one may be it.
What do you think? I invite you to take a stand on this momentous (not!) issue by casting a vote in the poll below.
10 thoughts on “Apostrophe in “Shareholders Agreement”?”
I think the apostrophe is unneccessary at best—the agreement does not belong to the shareholders, and the agreement would usually be said to be “between” the shareholders, not “of” them.
I think it can be termed a shareholders agreement (without apostrophe) simply because it relates to the shareholders, in the same way that a supply agreement relates to the supply of goods or a share purchase agreement relates to a share purchase.
Art: I’m not as confident as you. Let’s test your notion by using a different noun, one that I plucked out of my left ear—landsman (an oil industry term). I suggest that landsmen agreement sounds odd; landsmen’s agreement sounds better, and that’s because this context normally calls for the possessive.
That doesn’t mean you have to keep the apostrophe in shareholders’ agreement, but one wants to be clear as to what compromises one is making.
I think that, as a self-confessed grammar geek, that if the plural is to be used then you must say “shareholders’ agreement” (or “shareholder’s agreement” for a singular shareholder as you say). I’d never thought of using the phrase “shareholder agreement” before, but feel that that this is inaccurate and misleading as a) it doesn’t identify whether it is an agreement for one shareholder or several (shareholder’s v shareholders’), and b) at the risk of contradicting Art the agreement is “of” the shareholders as well as “between” them.
Similarly, Ken, both “landsmen agreement” and “landsmens’ agreement” are both wrong I’m afraid – it should be “landsmen’s agreement” as it is the agreement “of” the landsmen! [Aaaargh! I knew that!-KAA]
On an aside, I am often shocked at the spelling and grammar in the contracts that I review from major clients (I’m in the oil industry too, and am including supermajors here such as Exxon, BP and Shell!) – when companies go to great lengths to put a robust contract in place and then mis-interpretation or lack of clarity creeps in through poor spelling or grammar, it can seem rather pointless!
Anyway, rant now finished, but I’d be interested to see what anyone else has to say!
An afterthought: It might be relevant to consider how one refers to a meeting of shareholders. I think one says a shareholder meeting.
Personally, I think the apostrophe is old-fashioned. I am reminded of Japanese company names, that have too much punctuation, eg “Nihon Steel Co., Ltd.” Or, to a lesser extent, US corporations such as “ABC Drafting, Inc.” Why not just “ABC Drafting Inc”?
I think of it as an agreement relating to shareholders, just as a licence agreement is an agreement relating to licensing. But perhaps it should then be shareholders-agreement? (Not at all sure about this, from a grammar perspective.)
This discussion is a word-nerd’s delight. Love it. I’ve been watching the disappearance of the apostrophe in shareholder agreement and driver licence (Australia) and season greetings. It seems to be part of a growing trend to use nouns as adjectives. So in shareholder agreement, the ‘shareholder’ seems to be working adjectivally to describe the kind of agreement it is, rather than as a noun denoting an agreement between or of or for one or more shareholders.
The Financial Times in Hong Kong recently included headings:
” Europe jobs crisis worsens . . .” and
“Asia markets . . .”
Again, these seem to be nouns working as adjectives, otherwise they would have been written as “European Jobs crisis” and “Asian markets”.
I’ve heard it argued that there are a finite number of apostrophes in circulation. Many are used where they are not required, so perhaps we need to find ways to drop them where they once were required!
I am enjoying this blog immensely. As a junior lawyer, I sometimes puzzle over these types of things. In my experience if something is grammatically questionable in a precedent or draft received from “the other side,” such item will not be corrected unless it is particularly egregious. Essentially, I just have to go with what the person to whom I report wants to do.
In response to Mark Anderson, I would submit that the apostrophe still has a place, whether it is “old-fashioned” or not. I like that it, with economy of type and effort, provides significant information (whose understanding or agreement is this? this is the agreement of […]?) I definitely vote for “Shareholders’ Agreement.” It actually isn’t an agreement just related to shareholders.
That is interesting re: Japanese company names. I think that punctuation is relevant there as well, as it indicates abbreviation, among other things. Perhaps the answer is to use branded names in public uses – like how law firms often just use shortened versions of their names instead of the full “X, Y and Z, LLP.”
# Mark Anderson Says:
June 22, 2009 at 10:19 am
Ugh. A blog full of lawyers.
Anyway, I heard someone say that the possessive apostrophe should be dropped everywhere because, when we speak, there’s no indication of it. And incredibly, we still understand each other.
Besides, Gina is right that shareholders makes sense as an adjective. So let it be. Save ink.
Now quit your lawyer job and go open a restaurant! :)
Shareholders agreement, stockholders agreement are examples of attributive nouns. They answer the question, “What kind of?” as opposed to “Whose is it?” Therefore, no apostrophe is required. Other examples are carpenters union and ladies room.
I can't believe this post is for real. The rules are simple. It's as stated in the post re. apostrophes re. single or plural signatories, but what should also be taken into account is the nature of the agreement. So, if I am a single signatory to an agreement for multiple shareholders, then the nature of the document and the whole agreement should be taken into account. As for nouns effectively being adjectival, then you DO NOT use the plural, so Shareholder Agreement is perfectly valid and correct. For example, you would see a nine-hole golf course, BUT NEVER a nine-holes golf course. Indeed, anyone with any doubt as to what apostrophe to use should use this form, it saves getting it wrong.