Shareholder agreements & articles of association
The documents that decide how the owners of a company work together, and what happens when circumstances change. Get them right early and a great deal of later difficulty simply never arises.
What we do
We draft and review shareholder agreements and articles of association so that the rights, controls and exit terms are clear, consistent and reflect what the owners actually intend. We make sure the two documents work together rather than against each other, which is a common source of trouble in companies that have grown from off the shelf paperwork.
- Share rights, voting and control, and what counts as a reserved matter that needs wider agreement
- Board composition, appointment rights and how day to day decisions get made
- Dividend policy and how returns are shared between different classes of share
- Share transfers, pre-emption rights, and good leaver and bad leaver provisions
- Drag along and tag along on a sale, deadlock mechanisms, and confidentiality and restrictive covenants
Where it helps
Some of the situations we are most often asked about:
- Setting up a company with more than one owner and wanting it done properly from the start
- Bringing in a new shareholder, investor or key employee
- Founders wanting to agree clearly how they will run things and resolve disagreements
- Preparing for an owner to leave, or for an eventual sale of the business
- Aligning inherited, generic articles with how the company really operates
Get the foundations right
Whether it is a single agreement or a full set of articles, we work through the detail with you and hand back something clear that the owners can stand behind. Tell us what you are trying to achieve and we will tell you plainly how we would approach it.