A shareholders’ agreement, also called a stockholders’ agreement, is the operating system for a multi-owner company. It converts assumptions into enforceable process: who decides, who owns what, what happens when someone leaves, and how exits actually work.
If you do not paper this early, the default rule becomes “whoever has leverage today wins,” which is almost certainly a slow-motion litigation strategy.
1. Decision rights and reserved matters
Define what management can do day to day and what requires shareholder approval. “Reserved matters” typically cover issuing equity, taking on debt, changing compensation, selling key assets, related-party transactions, budget approval, and hiring or firing senior executives.
2. Board composition and control mechanics
Lock the board size, appointment rights, quorum, and voting thresholds. If control is split, document tie-breaking mechanisms so governance does not freeze when people stop being friends.
3. Founder roles, duties, and time commitment
Spell out who does what, expected time allocation, authority levels, and what triggers removal or role changes. This prevents the classic dispute where one founder thinks “advisor mode” still earns “operator equity.”
4. Equity vesting and reverse vesting
If equity is not earned over time, the company is exposed to the “absent co-founder problem.” Use vesting with a cliff, define acceleration triggers (if any), and align it with role expectations and performance reality.
5. Good leaver and bad leaver outcomes
Define what happens when someone leaves voluntarily, is terminated for cause, becomes disabled, dies, or materially breaches the agreement. The pricing and repurchase outcomes should be different, because the risk profile is different.
6. Transfer restrictions and right of first refusal
Prevent owners from selling to random third parties. A right of first refusal (ROFR) and permitted transferee rules keep ownership inside a controlled perimeter, which banks, investors, and serious counterparties expect.
7. Buy-sell mechanisms
You need a workable exit valve for relationship breakdown. Common structures include shotgun clauses, company repurchase options, founder buyback rights, and structured liquidity windows. The key is to define funding mechanics and valuation, because “we will agree later” is not a plan.
8. Deadlock resolution
Deadlock is not rare, it is predictable. Add escalation steps: internal negotiation, executive mediation, then a defined mechanism (arbitration, buy-sell trigger, independent director casting vote, or dissolution pathway). The goal is continuity, not theatrics.
9. Tag-along and drag-along rights
Tag-along protects minority holders if majority holders sell. Drag-along enables a clean sale when a qualifying offer appears. Define thresholds, notice, timing, and treatment of rollover equity so a deal does not die at signature.
10. Pre-emptive rights and anti-dilution mechanics
If owners want the option to maintain percentage ownership, document pre-emptive rights, the notice process, and allocation rules. This is governance hygiene and also a relationship stabilizer.
11. IP ownership, assignment, and moral rights waivers where available
The company must own the product, full stop. Require present assignment of IP, confirm work product ownership, and address contractors. If IP is not clean, fundraising and acquisitions become discount events.
12. Confidentiality, non-solicitation, and competitive activity boundaries
Define what information is confidential, how long obligations last, and what constitutes solicitation of staff, clients, or vendors. Competitive restrictions are jurisdiction-sensitive, so the agreement should be drafted with enforceability in mind and backed by practical protections like IP and confidentiality.
Drafting moves that reduce dispute probability
Use clear definitions for “Cause,” “Material Breach,” “Fair Market Value,” and “Control.”
Avoid valuation fantasies, and instead hard-code a valuation method with a timeline and a neutral appraiser process.
Align the cap table, vesting schedules, and option pool language so the agreement matches the actual equity reality.
Make signature and amendment thresholds explicit so nobody can hold the company hostage over technicalities.
Implementation checklist
Finalize the cap table and issuance documents so ownership is evidenced, not asserted.
Collect IP assignments from founders and contractors and store them centrally.
Adopt consistent signing authority rules so the company can operate without constant consent chaos.
If you want your company structured so disagreements become process instead of warfare, you want this agreement done early and done tightly, protect what matters most.
