“A shareholders' agreement is drafted by imagining the day you will no longer agree.”
The illusion of initial goodwill
Every transaction starts in a climate of trust. It is precisely that climate that leads people to postpone the uncomfortable discussions: what happens if the budget overruns, if a shareholder cannot follow a capital call, if exit strategies diverge?
Those questions do not disappear because they go unasked. They resurface at the worst moment, with no framework to deal with them.
The four clauses we never concede
First, a precise contractual information right: frequency, format and level of detail of reporting, together with an audit right. Second, board representation with an exhaustive list of matters requiring enhanced consent.
Third, a clear exit mechanism — tag-along, drag-along, cross put and call options — whose valuation method is fixed at the outset. Fourth, an arrangement expressly addressing a shareholder's default on a capital call.
The alignment test
A partner who accepts those four points without difficulty is generally a good partner. A partner who contests all of them tells us, before we commit, how they will behave during the holding period.
Negotiating the agreement is therefore not a legal formality: it is the final stage of due diligence, and often the most instructive.
This document reflects the opinion of its author at the date of publication. It constitutes neither an offer, nor a recommendation, nor investment advice.