Shareholders' Agreement Review

Shareholders' agreements drafted at incorporation often no longer reflect the company within two or three years. New shareholders join, founder roles change, the company starts trading in different products or jurisdictions, or an early investor leaves. The agreement, sitting in a folder, does not update itself.

When a shareholders' agreement review earns its keep

A shareholders' agreement is a private contract between the shareholders of a company, covering matters such as how decisions are made, what happens when a shareholder wants to leave, how shares can be transferred, and how disputes are resolved. It sits alongside the articles of association, and together these documents form the company's governance framework.

A review is most useful at points of transition: before a funding round, before bringing in a new shareholder or director, before a restructuring, or simply after a few years have passed and nobody has looked at the document since.

The point of the review is to give you a clear picture of where the document and the reality have drifted apart, so you can decide what (if anything) needs to change before that drift becomes a problem. The review covers reserved matters, exit provisions, leaver clauses, drag-along and tag-along rights, anti-dilution protections, and any other provisions that may affect your position.

Example: a typical scope and fixed fee

For a shareholders' agreement involving up to four shareholders and a single class of ordinary shares, the typical scope looks like this.

What's included

• Review of your existing shareholders' agreement
• Analysis of reserved matters, exit provisions, leaver clauses, drag/tag rights, and anti-dilution protections
• A clear written summary of key points, risks, and recommendations
• A follow-up call or email exchange to discuss the findings

What's outside this scope

• Drafting a new or amended shareholders' agreement (see Shareholders' Agreement Drafting)
• Review of associated articles of association (see Articles of Association Review)
• Tax advice

Fixed fee: £395, no VAT.

How I will approach your matter

Once you have instructed me, I will be in touch within one working day. Send me the existing shareholders' agreement and I will provide a thorough written analysis covering the points that matter for your circumstances, followed by a call or email to discuss the findings.

Common questions

What is a shareholders' agreement for?

It is a private contract among the shareholders of a company that covers how decisions are made, what happens when a shareholder leaves, how shares can be transferred, and how disputes are resolved. It sits alongside the articles of association.