Governance
Composition and operation of the board or strategic committee, appointment rights, vetoes over strategic decisions (budget, business plan, M&A, financing), reporting.
→ Corporate · Sub-expertise
The shareholders' agreement is the contractual instrument that supplements the articles of association and organizes the relationships between shareholders over the long term: governance, exits, disputes, transfers. Well drafted, it prevents litigation; poorly drafted, it fuels it. We design bespoke agreements, rigorously negotiated, that anticipate the evolution of your cap table.
→ What we cover
Composition and operation of the board or strategic committee, appointment rights, vetoes over strategic decisions (budget, business plan, M&A, financing), reporting.
Approval right, pre-emption right, right of first refusal, temporary inalienability. Coordination with the articles to ensure consistency and enforceability.
Drag-along (obligation for the minority to sell upon a majority offer), tag-along (right for the minority to sell on the same terms). Calibration of the thresholds and conditions.
Cross-options (put / call) at an expert's valuation or by formula, buy-or-sell, exit conditions in the event of a strategic divergence, liquidity mechanisms.
Definition of the departure cases and the consequences for the leaver's shares: discount, restitution, buyback options. Particularly structural for management packages.
Non-competition undertaking during the holding and after the exit, non-solicitation of employees and clients, geographic and temporal limits to ensure validity.
→ Our approach
01
Analysis of the cap table, the relationships between shareholders, the objectives (entry of investors, transmission, scheduled exit) and the existing statutory constraints.
02
Definition of the clauses suited to your situation: governance, exits, transfers, handling of disputes, coordination with the articles.
03
Discussions between the parties to calibrate the key parameters (thresholds, durations, conditions), balancing the interests of the founders, the managers and the investors.
04
Signing, updating of the articles where necessary to ensure enforceability, monitoring of amendments as the cap table evolves.
→ Who we help
Initial agreement between co-founders: governance, vesting of the shares, treatment of a founder's departure, non-competition and loyalty clauses.
Agreement extended on the arrival of a fund: qualified vetoes, information rights, drag-along, tag-along, anti-dilution, scheduled exit at 5-7 years, management package.
Agreement integrated into an intergenerational transmission: Dutreil undertaking, voting rights, governance mechanisms between heirs, possible exits.
Agreement structuring the relationships between fund, managers and founders after an LBO: management package, exit at term, bad/good leaver clauses, ratchet on outperformance.
→ Q&A
The articles are public, enforceable against third parties, but more rigid to amend. The agreement is confidential, more flexible, but enforceable only between the signatories. The two are complementary: the essential clauses can be duplicated in the articles to ensure their enforceability.
A breach engages the contractual liability of the party at fault: damages. Agreements often provide for specific sanctions (penalty clause, exclusion). However, the forced performance of a share transfer is more difficult, unless the agreement is backed by a statutory clause.
Variable: 5 to 10 years, renewable, or until a defined event (full sale, IPO, exit of the principal investor). An agreement of indefinite duration may be terminated unilaterally, which can weaken it. The duration must be considered in connection with the strategy.
Not necessarily. The initial agreement can provide for the automatic accession of new entrants. But a structural round (Series A, LBO) generally entails the drafting of a new agreement adapted to the new balances (vetoes, exits, governance).
→ Go further
Let's talk. We respond within one business day to qualify your transaction and direct you to the firm's most suitable lawyer.
Get in touch→