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Organise governance and anticipate disputes.
Disagreement between shareholders is one of the leading causes of failure in young companies. It is not prevented at the moment it erupts, but well before — by organising power and anticipating disputes from the very start.
The bylaws form the public contract of your company, available to third parties at the commercial registry: they set out the fundamental operating rules. The shareholders' agreement, by contrast, is a private contract signed between shareholders. Its confidentiality lets you flesh out internal arrangements and trade-offs while keeping them shielded from your competitors and future partners.
Take the case of a co-founder who leaves after six months while keeping 30% of the capital: no investor will put a euro into a project carrying that much dead equity. Vesting addresses this risk: the founders' shares are acquired progressively over three or four years. Good leaver / bad leaver clauses refine the mechanism according to the reason for departure — a departure for legitimate reasons (illness, death, etc.) allows the founder to sell their shares at fair market value; a resignation without legitimate cause or serious misconduct triggers a sale at par value or at a discount.
Depending on the deal, investors may require enhanced information rights (monthly reporting, access to the accounts), a veto right over major decisions — usually organised within a strategic committee —, a liquidation preference setting the order and amount of recovery in the event of a sale, or anti-dilution protections such as ratchet clauses. None of these demands is trivial; all of them are negotiated, clause by clause, up to the point it is legitimate to go without jeopardising the round.
The best shareholders' agreement is the one you sign when all is well and never open again. We are often called too late, once the disagreement is already there and positions have hardened. Upstream, the law organises. Our role is not to predict your disputes, but to ensure that, the day they arise, the rule already exists — and that no single shareholder can deadlock the company or capture its value.
Governance, exit clauses, pre-emption, non-competition — an agreement tailored to your company's challenges.
From the notice of meeting to the minutes, full support to make every general meeting legally unassailable.
A bespoke strategy to break the deadlock, negotiate an exit or defend your shareholder rights.
Structure preferred shares tailored to your investors and the dynamics of your cap table.
A lawyer frames your matter at the first meeting, the firm's AI accelerates the drafting.
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