02.03 · Structuring
Shareholder agreements
Rights, transfer restrictions and exit mechanics between owners.
A shareholder agreement is tested when owners disagree. We draft the commercial terms — board composition, reserved matters, transfer restrictions, drag and tag rights, valuation mechanics — so that the outcome of a disagreement is predictable.
Where an agreement already exists, we review it against the transaction being contemplated and identify the clauses that will block or delay it.
Scope of the mandate
Governance and reserved matters
Transfer restrictions, drag and tag
Valuation and exit mechanics
Review of existing agreements before a deal
Typical situation
A company takes on a minority investor and both sides need clarity on control, dividends and what happens if they want out.
Responsible
Related sub-services
Sell-side mandatesAcquisition financeListing readinessAsset & portfolio deals