Shareholders' agreements and the allocation of power
Allocating power between shareholders, minority protection, exit and liquidity provisions.
The approach
A shareholders' agreement is drafted for the day of the disagreement, not the day of signature. The clauses that matter are those that will apply when nobody wants to apply them: tag-along, forced buy-out, deadlock resolution, share valuation.
The firm draws attention to the most commonly neglected question — the method for valuing shares on exit. An agreement that refers to 'an expert appointed by mutual agreement' without stating what is to be valued or on what basis organises the very deadlock it claimed to prevent.
Matters handled
- Drafting and revising shareholders' agreements
- Pre-emption, approval, tag-along and drag-along clauses
- Minority shareholder protection and enhanced information rights
- Deadlock resolution clauses and arbitration mechanisms
- Share valuation methods and price clauses
- Non-compete and non-solicitation undertakings between shareholders
Your point of contact
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