Shareholders’ Agreement – protecting your business

Preparing your Shareholders’ Agreement

Our experienced company and commercial solicitors provide clear, practical legal support for all aspects of your Shareholders’ Agreement.

We will:

Draft a new Shareholders’ Agreement – We work closely with you to understand your business, the dynamics between shareholders, and your future ambitions. We then create a bespoke agreement that precisely meets your needs, covering everything from share classes and voting rights to dividend policies and management structures.

Review and update existing agreements – We will carry out a thorough review of your current Shareholders’ Agreement. We’ll provide advice and clarity on your existing terms, how they operate in practice, and suggest additional provisions or updates needed due to company growth, new shareholders, or changes in law.

Negotiate terms between shareholders – We act as your legal representative in negotiations, ensuring your interests are protected and a fair, workable agreement is reached among all parties.

Advise on specific clauses and scenarios – We provide clear guidance on complex provisions and situations, including:

• Deadlock provisions – Mechanisms to resolve fundamental disagreements between shareholders.
• Share valuation – Agreed methods for valuing shares upon sale or exit.
• Pre-emption rights – Ensuring existing shareholders have the first right to buy shares if another shareholder wishes to sell.
• Drag-along and tag-along rights – Protecting majority and minority shareholders during a company sale.
• Restrictive covenants – Clauses protecting the business from competition by departing shareholders.
• Dividend policies – Rules governing how and when company profits are distributed.
• Share buy-backs – Assisting the company in legally purchasing its own shares from shareholders.

Integrate with company Articles of Association – We will ensure your Shareholders’ Agreement works seamlessly with your company’s Articles, avoiding conflicts and providing a robust governance framework.

Assist with share transfers and new shareholder entry – We will guide you through the legal process of bringing new shareholders into the company or transferring existing shares, ensuring all necessary agreements are in place. This includes advice on share options schemes, such as EMI schemes.

Advise on director/shareholder issues and corporate governance – We provide guidance on the legal duties of directors and the proper running of company affairs to prevent disputes.

What if you don’t have a Shareholders’ Agreement?

If you currently operate without a Shareholders’ Agreement, it is not too late to take advice. We can help you understand what this might mean for you, your fellow shareholders, your families, and your business, and guide you on the best steps forward to protect your future.