Corporate and Commercial

Shareholders Agreements

A shareholders’ agreement is an agreement between the individual shareholders of a company, and the company itself, which typically regulates how the company is run, how certain decisions are taken and how certain ‘standard’ situations and events are dealt with.

A shareholders’ agreement can more or less cover whatever issues the shareholders in the company would like it to cover but, usually, it deals with the following main areas:

  • Key Decisions: the agreement lists what key decisions should be subject to shareholder consent, and stipulates whether that consent should be unanimous or a stipulated majority;
  • Share Transfers: the agreement regulates the circumstances in which a shareholder can (or can be forced to) transfer shares in the company, and sets out the transfer procedure(s) and how the relevant shares are to be valued;
  • Administration: often the agreement deals with general administration issues such as how often board meetings should take place, when accounts should be prepared etc; and
  • Restrictive Covenants: many shareholders’ agreements also seek to restrict the individual shareholders from becoming involved in a competing business and from poaching/soliciting clients and/or employees of the company.
  • Sometimes, several (or perhaps all) of these issues are covered by a company’s articles of association, rather than in a shareholders’ agreement. This is fine in principle – the main drawback is that a company’s articles of association are a public document. As such, if the shareholders want to keep certain issues confidential, those issues will need to be covered in a shareholders’ agreement (which is usually expressed to be confidential between the parties).

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Our Corporate and Commercial Team

Matthew Miller
I have been a Partner at Bolt Burdon since 2005 and head up the firm’s Company/Commercial team. I trained at a large City firm and then worked in their Corporate Department for 4 years, before moving to Bolt Burdon at the start of 2004. Read More
T: 020 7288 4753
Timothy Lucas
I am an associate in our Company Commercial department, having joined Bolt Burdon in January 2015. Read More
T: 020 7288 4778
Olivia French
I am a Senior Solicitor in our Company Commercial Team. Read More
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