Shareholders' Agreement (SHA) and Governance
We design defensible corporate governance frameworks and equity control structures that protect investor rights, preserve management control, and eliminate board-level deadlocks.
When to engage us
The firm is engaged when a company executes an institutional investment round, introduces strategic joint venture partners, transitions its promoter base, or restructures its internal corporate governance architecture.
The blind spot
“What happens when investors want to sell the company — but you don’t — and your drag-along clause forces you out on their timeline and terms?”
We negotiate balanced tag-along / drag-along rights and liquidation preferences that safeguard your upside and exit flexibility. ↓
What is covered
Scope of the engagement
- We structure board composition rules, quorum requirements, and observer rights to balance founder leadership with institutional investor oversight.
- We define reserved matters and veto right thresholds to insulate corporate entities from minority hold-up risks and operational paralysis.
- We draft robust equity transfer restrictions, including Right of First Refusal (ROFR) and Right of First Offer (ROFO) provisions, to govern cap table access during secondary sales.
- We establish clear founder lock-in periods and promoter vesting schedules to secure long-term commercial commitment to the enterprise.
- We design sophisticated exit and liquidity mechanisms, such as tag-along and drag-along rights, to protect minority shareholders while facilitating seamless majority exits.
- We negotiate and structure liquidation preference waterfalls, managing both participating and non-participating mechanisms, to define payout priorities clearly during liquidity events.
What you receive
Deliverables
Share Subscription and Shareholders' Agreements (SSSHAs)
Corporate Governance Matrices and Reserved Matters Checklists
Mathematical Liquidation Preference Waterfall Models
Special Resolutions and Amended Articles of Association (AoA)
How we work
Methodology and process
01
Governance Diagnostic and Cap Table Evaluation:
We review the current shareholding structure, historical financing documents, and voting allocations to identify existing control dynamics and potential friction points.
02
Charter and Rights Mapping:
We translate the commercial term sheet into a detailed rights matrix, establishing thresholds for reserved matters, board configuration, and liquidity triggers.
03
Definitive Agreement Drafting:
We formulate the comprehensive Shareholders' Agreement (SHA), constructing precise clauses for equity transfer restrictions, exit mechanisms, and liquidation preference waterfalls.
04
Redlining and Direct Negotiation:
We manage the exchange of drafts with counterparty counsel, leveraging pre-determined fallback thresholds to defend foundational management boundaries while accommodating investor protections.
05
Pre-Closing Validation and Reconciliation:
We execute a final consistency check across all closing transaction documents, ensuring that the share subscription terms perfectly match the finalized governance rights.
06
Constitutional Alignment and Charter Amendment:
We draft the necessary corporate resolutions and alter the Articles of Association (AoA) to integrate the SHA provisions, ensuring absolute statutory enforceability under the Companies Act, 2013.
Have a matter in mind? Tell us about it.
Preliminary communication through this website is for intake only. An adviser-client relationship arises only on clearance of conflicts and the signing of a letter of engagement.