Continuity & Protection

Shareholder Agreements

We advise on the design of shareholder agreements for family businesses and investment structures — documenting rights, exit mechanisms, transfer restrictions and protections that preserve family control and prevent costly disputes.

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Shareholder Agreement Scope

  • Shareholder rights & class structure advisory
  • Transfer restrictions & right of first refusal
  • Tag-along & drag-along provisions
  • Deadlock resolution mechanisms
  • Valuation methodology & buyout provisions
  • Family shareholding succession planning
What We Deliver

Our Advisory Services

Shareholder Rights Framework

Advisory on the shareholder rights that should be documented — voting rights, information rights, dividend entitlement, pre-emption rights, protective provisions — and how these should vary by share class and shareholder category.

Transfer Restrictions

Design of restrictions on share transfer — right of first refusal, pre-emption rights, permitted transferee definitions and approval requirements — preventing unwanted third parties from acquiring shareholdings without family consent.

Tag-Along & Drag-Along

Tag-along rights protect minority shareholders by requiring a controlling shareholder to include them in any sale on the same terms. Drag-along rights enable a majority to compel minorities to sell. We design these provisions to balance family member protections with exit flexibility.

Deadlock Resolution

For 50/50 shareholdings or family structures where deadlock is possible, we design resolution mechanisms — escalation procedures, independent expert appointment, Russian roulette provisions, compulsory sale triggers — that provide a defined path out of impasse.

Valuation Methodology

Agreement in advance on how shares will be valued for buyout, right of first refusal and compulsory transfer purposes — removing a major source of dispute by establishing the methodology before any transfer event arises.

Succession Provisions

Shareholder agreement provisions for the death, incapacity or divorce of a shareholder — including compulsory transfer triggers, life insurance funding mechanisms and nominee or estate transfer rules.

Our Approach

Built for Real Outcomes

Family businesses and investment structures without documented shareholder agreements are dependent on goodwill and shared understanding. Both tend to erode over time, and both are insufficient when a transfer event, dispute or generational change arrives.

The shareholder agreement is the constitution of the company's ownership. It should be the first document drafted, not the last — and it should be reviewed every time the family or business changes significantly.

Shareholder Agreement Scenarios

  • Family business — founders and next generation
  • JV or co-investment — two or more unrelated parties
  • Investment holding company — multiple family branches
  • Operating company — founder and external investors
  • Real estate SPV — multiple property co-owners
  • Trust-owned company — trustee and beneficiary governance

Key Provisions We Design

  • Share class structure & voting rights
  • Pre-emption & right of first refusal
  • Tag-along & drag-along rights
  • Deadlock resolution mechanism
  • Compulsory transfer triggers
  • Valuation methodology for transfers

Common Omissions We Fix

  • No valuation methodology — left to dispute
  • No deadlock mechanism — 50/50 paralysis
  • Death or divorce provisions missing
  • Succession to estate without restriction
  • No consent requirement for third-party transfer
SHA
Shareholder Agreement — the ownership constitution
Prevents
Most family business disputes are preventable
Valuation
Methodology agreed before any transfer event arises
100%
Bespoke — every shareholder structure is different
Process

How We Work

01

Shareholder Mapping

We map the shareholders, share classes, voting arrangements and existing documentation.

02

Rights Design

We advise on the rights, restrictions and protections appropriate for your specific shareholder structure.

03

Provision Drafting

We work with legal counsel to ensure the shareholder agreement provisions reflect the agreed design.

04

Review & Update

We advise on periodic review of the shareholder agreement as the family and business evolve.

Common Questions

Frequently Asked

Because the two worst times to agree on rights and processes are (1) in the middle of a dispute and (2) when a transfer event is imminent. A shareholder agreement agreed in advance, when relationships are good and there is no immediate transaction, provides a framework that prevents disputes and enables orderly transfer. Most family business disputes could have been prevented by a well-drafted shareholder agreement.
Their shares pass according to their will or the intestacy rules of the relevant jurisdiction. This may result in shares passing to a spouse, children or other family members who were not previously shareholders — and who may have different views about the business. A shareholder agreement can define what happens on death — including compulsory transfer back to the company or existing shareholders at an agreed valuation.
A shareholder agreement can include provisions that take precedence over what a shareholder's will says about their shares — for example, a compulsory transfer on death that requires shares to be sold back to the company rather than inherited. These provisions must be carefully designed in coordination with succession planning to avoid conflict.

Ready to Design Your Shareholder Agreement?

Our team advises on shareholder agreement design for family businesses and investment structures across UAE, UK and Europe.

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