Corporate • Board & Shareholder Agreements
Board and shareholder agreements that prevent disputes and protect the deal.
We draft and negotiate shareholder agreements, founders’ arrangements and board governance documents that define control, economics,
exits and dispute resolution — with a focus on cross-border teams, investor readiness, and enforceability.
Good documents are not “legal text”. They are operating rules for ownership, decisions and exits — written before problems appear.
Typical triggers
- Multiple founders and unequal contributions (cash, IP, time).
- External investor enters and requires governance protections.
- Need to lock vesting, leaver rules, and transfer restrictions.
- Cross-border shareholders: enforceability and signing logic.
Related: Company registration.
Scope
What we cover in board & shareholder agreements
We translate the business deal into enforceable rules: who controls what, how decisions are made, how value is protected,
and how shareholders can exit without breaking the company.
Core
Control & decision-making
Define governance rules so the company can operate and investors can rely on approvals.
- Reserved matters and veto rights.
- Board composition and appointment/removal rules.
- Quorum, voting thresholds, deadlock handling.
- Information rights and reporting cadence.
Outcome: clear decision routes and fewer “grey zones”.
Core
Economics & funding
Fix how money works: contributions, dilution, dividends, and future rounds.
- Capital contributions and shareholder loans.
- Pre-emption and anti-dilution mechanics (where applicable).
- Dividend policy and distribution rules.
- Financing approvals and founder/investor protections.
Outcome: predictable economics and less conflict.
Core
Transfers & exits
Define what happens if someone sells, leaves, or a strategic buyer appears.
- Transfer restrictions and permitted transferees.
- ROFR/ROFO, tag-along and drag-along.
- Exit process and buyer approvals.
- Valuation / pricing mechanics (if needed).
Outcome: exits without chaos.
Founders
Vesting & leaver rules
Protect the cap table if a founder stops contributing or leaves early.
- Vesting schedules and cliffs.
- Good leaver / bad leaver outcomes.
- IP assignment and non-compete / non-solicit (where enforceable).
- Founder roles and KPIs (if required by investors).
Outcome: contribution aligned with ownership.
Protection
Dispute resolution & enforceability
Reduce litigation risk with a mechanism that works cross-border.
- Deadlock escalation and mediation steps.
- Governing law and jurisdiction / arbitration clauses.
- Interim relief and confidentiality.
- Signature, notarization, apostille logic if needed.
Outcome: predictable enforcement route.
Optional
Board policies & internal governance
Support governance beyond the agreement: approvals, conflicts, and routines.
- Board/reg committee terms of reference.
- Conflict of interest policy and disclosure rules.
- Signing authority matrix and delegation.
- Minutes templates and corporate housekeeping.
Outcome: governance that actually runs.
Approach
How we work
We focus on the deal first, then convert it into enforceable clauses and a clean signing package.
What we ask first
- Cap table and current ownership (including options/convertibles).
- Roles: who contributes money, IP, work, and decision power.
- Planned funding rounds and expected investor protections.
- Exit expectations: strategic sale, buyout, or long-term dividends.
If shareholders are in different countries, we also check signing logistics and enforceability requirements.
Typical engagement paths
Draft from scratch
We structure terms and prepare a full agreement + signing pack.
Review & redlines
We negotiate investor/founder drafts and protect your position.
Board governance set
Add board terms, reserved matters, minutes templates and policies.
Cross-border signing
Coordinate notarization/apostille requirements if needed.
Related: Holding structuring and
IP transfer.
FAQ
Common questions
Short answers. We tailor the agreement to your cap table and jurisdiction.
Do we need a shareholder agreement if we have articles of association?
Often yes. Articles are usually generic and not designed to handle vesting, leaver rules, reserved matters, investor protections, and detailed exit mechanics. A shareholder agreement covers the “real deal”.
Can you prepare a founders’ agreement before incorporation?
Yes. This is common: you fix equity split, IP assignment, vesting, roles and dispute resolution first, then incorporate with a clean baseline.
Can you negotiate with investors and counsel?
Yes. We review term sheets, draft and negotiate the shareholder agreement and related documents, and keep the package consistent across the structure.
Can you include non-compete and non-solicit?
Yes, but enforceability depends on jurisdiction. We propose workable wording and alternatives (IP protection, confidentiality, leaver mechanics).
Need a shareholder agreement that protects control, economics and exits?
Send your cap table and a short description of the deal (founders/investor, planned funding, expected exits).
We will propose the scope and prepare a draft or review your document.
If you already have a draft from investors, we can provide redlines and negotiation support.
Good fit for this service:
- 2+ founders and cross-border shareholding.
- Preparing for fundraising or entering an investor.
- Need vesting, leaver rules and transfer restrictions.
- Want clear board governance and reserved matters.
Practical output: a signed agreement + governance logic you can rely on in real disputes.