First, the clause can define a sum of money as a pnalit. Second, the price may take the form of a reduced price at which a shareholder`s shares are required to put other shareholders up for sale. We assume that, after his death, this shareholder would realize a capital gain of 1.5 million $aus his shares and that that shareholder would then have an unutilized balance of 750,000 $seiner DGC. This shareholder, if his last income tax return is produced, could avoid tax on the first $750,000 capital gain by applying this unutilized DGC balance, but he would have to pay tax on the $750,000 additional capital gain. If that shareholder could bequeath his shares to his spouse, who would later sell them to the other shareholders, the couple could benefit not only from the deceased`s unused DGC, but also from the DGC available to the spouse who inherited the shares. If the spouse has a CGD of more than $750,000, no tax on the full capital gain of $1.5 million would be due. The legal representative of the deceased shareholder would choose to trigger the tax on the first 750,000 $Kapitalgewinne after the death of the shareholder, and the rest of the capital gain would be transferred into the hands of the surviving spouse to whom the shares would be bequeathed and would not be due until that spouse disposed of the shares he inherited. The instrument of prdilection to limit the powers of directors and give a chance to minority shareholders is the “unanimous shareholder pact”. Let`s take a look at what the “unanimous agreement” is: if the agreement provides for a clause on the mandatory offer of the shares of a deceased shareholder, with a mandatory purchase clause by the remaining shareholder or shareholders, the deceased shareholder cannot bequeath to his or her successors the shares he or she will have to sell upon his death. However, it may happen that the dying shareholder may bequeath his shares in the company to his spouse. The most striking example is that of a shareholder who owns shares eligible for the capital profit deduction (DGC), i.e. shares of a company that operates an active business (not a portfolio company).