Michael Morgan
Director
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Business & Commercial
Entry. Operation. Exit.
Protect all three. A shareholders' agreement isn't about distrust - it's about protecting your partnership and your business.
The Framework
Three stages. Three sets of protection.
The best time to agree on how you'll handle difficult situations is when everyone's getting along.
01
Entry
When shareholders join. Who can become a shareholder? How are new shares issued? What rights come with ownership?
- Pre-emptive rights
- Share class rights
- Funding obligations
02
Operation
Day-to-day governance. How decisions are made, roles defined, profits shared, and disputes resolved.
- Board composition
- Dividend policy
- Deadlock resolution
- Shareholder approvals
03
Exit
When shareholders leave. Voluntary sale, retirement, death, incapacity, or forced exit - planned for in advance.
- Share valuation
- Tag-along/drag-along
- Life event provisions
Prevention vs Cure
Shareholder disputes are expensive. Resolution can take months and involve substantial legal costs - and that's before any court proceedings. An agreement costs a fraction of that and prevents most disputes from escalating.
10x
Usually cost multiple of dispute resolution vs agreement drafting
What Could Go Wrong
The scenarios you hope won't happen.
But if they do, you want clear answers - not lawyers and accountants trying to figure it out.
Deadlock
50/50 shareholders who can't agree. Without a mechanism, the company can become paralyzed - unable to make decisions, pay dividends, or move forward.
Solution: Deadlock clausesDeath or Incapacity
A shareholder passes away. Their shares go to their estate - possibly to a spouse or children with no interest in running the business.
Solution: Buy-sell provisionsWanted: Out
A shareholder wants to sell. To whom? At what price? Can they sell to a competitor? Can remaining shareholders be forced to buy?
Solution: Exit mechanismsAlready in one of these situations?
If you are facing shareholder disputes now, we can help. Whether you have an agreement that needs enforcing or you are navigating without one, there are options.
What's Covered
The essential clauses.
Every agreement is tailored to your situation. These are the areas we usually address.
Ownership & Control
Governance
- • Director appointment/removal
- • Reserved matters
- • Voting thresholds
Money Matters
Financial
- • Funding obligations
- • Dividend policy
- • Spending limits
Working Shareholders
Employment
- • Role expectations
- • Compensation terms
- • Non-contribution triggers
Exits & Transfers
Critical
- • Pre-emptive rights
- • Drag-along/tag-along
- • Valuation methodology
Life Events
Contingency
- • Death provisions
- • Incapacity triggers
- • Relationship property
Protection
Safeguards
- • Restraint of trade
- • Confidentiality
- • Information rights
Agreement vs Constitution
Company Constitution
Rules for running the company under the Companies Act. Public document filed with the Companies Office. Handles corporate governance.
Shareholders' Agreement
Private contract between shareholders. Covers profit distribution, exit rights, dispute resolution, working arrangements. You need both.
How We Help
Understanding
Step One
We discuss your business, ownership structure, and each shareholder's expectations. What role does each person play? What are the potential flashpoints?
Identifying
Step Two
Based on your situation, we identify what your agreement needs to cover. Some clauses are essential; others depend on your circumstances.
Drafting
Step Three
We prepare a tailored agreement covering all relevant matters. Clear language, practical provisions.
Working Through
Step Four
We explain each clause and ensure all shareholders understand and agree. Questions are encouraged - this is your agreement.
Coordination
Step Five
We work with your accountant on any tax implications and ensure alignment with your constitution.
Your Team
