A shareholder agreement is written in optimism and read in conflict. The drafting question is therefore not what the parties intend today, but what they will argue about later.
Deadlock mechanisms deserve the most attention. Whether by casting vote, expert determination or a buy-sell provision, the agreement must contain a route out that does not require goodwill.
Transfer restrictions, drag and tag rights, and clear valuation methodology prevent the most common category of dispute: an exit priced by argument rather than formula.
Finally, align the agreement with the articles of association. Where they conflict, the resulting uncertainty benefits nobody except opposing counsel.
This article is general commentary and does not constitute legal advice. For advice on your specific circumstances, please contact the firm.
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