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What is a shareholders’ agreement?

Published on 18/08/2022
Contributor(s): Nicolas Roberti de Winghe

Entrepreneur view

The shareholders’ agreement is one of the two documents that form the keystone of a company, alongside its articles of association, and which an entrepreneur should ideally know by heart. Indeed, these two documents will regulate and animate the life of the company. (what is authorised, what is not, what are the responsibilities and duties, what are the powers and representations, what are the main balances between shareholders, etc.). This shareholders’ agreement is the result of a negotiation between parties: the founders or founding families, investors from previous phases and new investors. Sometimes, this document is also the result of a negotiation between founders who wish to rebalance inequalities in the allocation of time and financial means between them. We strongly recommend that entrepreneurs seek legal assistance in drafting the document, as clear wording, balanced relationships and legally sound clauses can avoid many value-destroying conflicts. Early communication of the main points of the future shareholders’ agreement will drastically reduce negotiations on the text before the closing.

Investor view

Depending on the sophistication of the investor, he will analyse it from several angles: How do their rights fit in with the rights of the founders and previous investors? Is it balanced? Are the various pre-identified risks counterbalanced (for example: the company’s dependence on a key founder)?

At TheClubDeal

At TheClubDeal, we aim to align the interests of entrepreneurs and investors as much as possible. Firstly, because it is our DNA. We are on the same entrepreneurial journey and success should be shared. Secondly, because our model of taking minority stakes leads us to ally ourselves with entrepreneurs in whom we must have total confidence. We are known at TheClubDeal for finding creative solutions that align interests and therefore form the basis for long-term alliances.

Other Resources for Entrepreneurs and Investors

Other articles by Nicolas Roberti de Winghe

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