Decision-making
Which decisions need a simple majority, which need unanimity, and who gets a casting vote? Without this list, every significant decision is a negotiation.
Deadlock
Two founders with fifty percent each is the most common structure and the most dangerous. Your agreement needs a mechanism for when you disagree and neither will move: escalation, mediation, a buy-sell "shotgun" clause or a nominated independent director.
Exit and valuation
What happens when a shareholder wants out, dies, becomes incapacitated or is dismissed as an employee? Who can buy the shares, at what price, on what timetable? Agreeing a valuation method now avoids a bitter argument later.
Restraints
If a departing shareholder can walk out and set up next door with your clients and staff, the shares they leave behind are worth very little. A reasonable restraint protects everyone who stays.
Dispute resolution
A short clause requiring negotiation, then mediation, before anyone goes to court will save you more money than any other paragraph in the document.
A shareholder agreement is not an expression of distrust. It is a record of how reasonable people agreed to behave before anything went wrong.
This article is general information only and is not legal advice. Contact YSA Partners for advice on your circumstances.