Browse our Shareholder Agreements Services
Shareholder Agreements regulate the relationship between shareholders of a company. Those shareholders may be individuals or companies.
We can guide you through the process and prepare a shareholder agreement that will protect you and your business against unforeseen events.
We will prepare the shareholder agreement that will contain matters such as the following:
- The nature of the business to be carried on.
- Shareholder consent – Will consent be required from all shareholders or a majority of shareholders and what is the nature of the decision that will require that consent? It may be that unanimous consent is required or possibly a majority consent. There needs to be a balance between control of the company and the efficient running of the company.
- Directors and Management – Which of the shareholders will be responsible for managing the company, if any? Who will be the directors of the company and will the shareholders all have rights to appoint directors?
- Finance – Where will funding for the company come from? Some funding is likely to come from the resources of the shareholders with additional finance from external funding sources, such as, banks.
- Contributions – What are the assets that will be contributed by each party to the venture? Do they need to be valued and may some of the contributions be made in future being, perhaps, services provided to the joint venture.
- Competition – Will the JV partners be prohibited from competing with the venture?
- Minority Protection – If one shareholder represents a majority then it may be necessary to build in minority protection provisions, such as, weighted voting rights or rights of veto.
- Transfers of Shares – Should it be possible for the shares in the venture to be transferred to third parties? Would that destroy the nature of the original relationship between the parties? Will there be any special terms relating to transfer of shares such as “russian roulette” provisions or “drag along” or “tag along” provisions.
- Intellectual Property – How will the parties decide on the ownership of any intellectual property rights that may be generated by the JV? Will the shareholders have their own rights to exploit that intellectual property?
- Employees – Will the venture need employees and/or will they be seconded from the shareholders? TUPE transfers may apply.
- Deadlock – What happens if a deadlock arises between the parties? Will there be any provisions to break the deadlock, such as casting vote for the chair of the board or could there be other provisions requiring termination of the venture or “shot gun” provisions by which one party can require the other party to buy its shares.
- Termination – Will the venture be for a fixed term or indefinite in duration and are there any circumstances under which the venture will be brought to an end?
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