When an investor joins or a management team participates in the business, clear arrangements are essential. Ambiguous governance provisions frequently become the basis for shareholder disputes further down the line.
The shareholder agreement governs the relationships between shareholders for the long term from voting rights and dividend policy to exit mechanisms and protective provisions.
What does a participation agreement cover?
Commonly used protective provisions
Good leaver / bad leaver
Determines the price a departing shareholder receives depending on the reason for departure.
Drag-along
Gives the majority shareholder the right to require the minority to join a sale of the company.
Tag-along
Gives the minority shareholder the right to join a sale if the majority decides to sell.
Anti-dilution
Protects the investor against dilution of their stake in new share issuances at a lower valuation.
Mr. Vincent Besters
Lawyer for Entrepreneurs · Amsterdam
"Drafting a shareholder agreement is bespoke work. We analyse the interests of all parties and translate them into a balanced agreement that prevents disputes and provides a clear framework for the collaboration."
Interests analysis
Assessment of the wishes and interests of all shareholders.
Governance structure
Design of voting rights, decision mechanisms and information rights.
Exit mechanisms
Clear arrangements for exit, sale and transfer.
Legal formalisation
Watertight shareholder agreement aligned with the articles of association.
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Frequently asked questions about participations & shareholder arrangements
Bringing in an investor or structuring a participation?
Clear arrangements upfront prevent disputes later. Call today.
+31 20 209 00 15Question about participations or shareholder arrangements?
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