Shareholder Agreements

Shareholder Agreements

Clear arrangements between shareholders prevent conflicts and protect your business.

What is a shareholder agreement?

A shareholder agreement (SHA) is an agreement between the shareholders of a company. It records arrangements that go beyond the articles of association on decision-making, profit distribution, entry and exit of shareholders, and how to handle conflicts.

A well-drafted shareholder agreement is the backbone of a successful partnership and prevents disagreements from escalating into costly legal proceedings.

What does a shareholder agreement cover?

Voting rights and decision-making procedures
Deadlock arrangements in case of impasse
Exit arrangements and purchase price mechanisms
Tag along and drag along rights
Non-competition and confidentiality obligations
Pre-emption rights on share transfers
Good/bad leaver provisions
Dividend and financing arrangements

Drafting or reviewing?

Whether you want a new shareholder agreement drafted, or an existing agreement reviewed we help you make the arrangements legally watertight and ensure your interests are properly protected.

we look not only at the legal aspects, but also think strategically about what is reasonable and market-standard, so the partnership starts on a solid footing.

Note: articles of association vs. shareholder agreement

Articles of association are public and also bind third parties (such as creditors). A shareholder agreement is private and only binds the signatories. Both documents complement each other and must be aligned to avoid contradictory provisions.

we provide an integrated approach ensuring that the articles and shareholder agreement are in sync.

Mr. Vincent Besters
Our Approach

Mr. Vincent Besters

Lawyer for Entrepreneurs · Amsterdam

"When drafting or reviewing your shareholder agreement, we guide you towards legally watertight arrangements. Our focus: clear provisions that prevent future conflicts."

Review existing arrangements

Assessment of current provisions for gaps and risks.

Align articles of association

Ensure articles and SHA work together properly.

Deadlock clauses

Clear procedures if shareholders disagree.

Exit and purchase terms

Protective provisions for entry, exit and share transfer.

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Frequently asked questions about shareholder agreements

Need a shareholder agreement drafted or reviewed?

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