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Practice areas/Founders', Shareholders' & Partnership Agreements

Founders', Shareholders' & Partnership Agreements

A joint venture, a partnership, or any company with more than one shareholder requires its structure settled at the outset - not at the first disagreement.
A founders' agreement, shareholders' agreement or partnership agreement is not designed only for the dispute scenario. It defines the ownership structure, the division of roles, how decisions are made, the parties' rights, the exit mechanisms and how to handle situations in which interests shift.
The absence of an early framework can create governance uncertainty, decision-making paralysis, disputes over relative contribution, blocked investor entry, and material gaps when a partner exits or the business is sold.

The firm advises entrepreneurs, shareholders, business partners and companies in shaping agreements designed to create commercial certainty, reduce risk and build clear operating mechanisms across the life of the company or venture.

Scope of work

Capital structure, rights and share transfers: Structuring share distribution, shareholder rights, division of roles, financial commitments of the parties, signing rights, information rights and provisions governing share transfers. Includes restrictions on transfers to third parties, rights of first refusal (ROFR), rights of first offer (ROFO), tag-along and drag-along rights, buy-sell mechanics, terms for admitting a new investor or partner, and provisions covering a shareholder's exit.
Corporate governance and decision-making: Drafting agreements that define how the company or partnership is run - voting rights, board composition, veto rights, areas of responsibility, delegation of authority, reporting mechanisms, profit distribution and decisions requiring special consent.
Limited partnerships and investment vehicles: Designing and setting up partnership structures, including limited partnerships, GP/LP structures, investment syndications, real-estate ventures and dedicated joint-investment vehicles. Includes drafting partnership agreements, defining the general partner's authority, the limited partners' rights, management fees, profit distribution, liability caps and registration with the relevant authorities.
Deadlock and dispute-resolution mechanics: In ventures with equal or similarly-empowered partners, resolution mechanisms need to be set in advance. The firm drafts Deadlock mechanisms, escalation, mediation, decision by an agreed party, buy-out and separation mechanics - to prevent a disagreement from paralyzing the company's operations.
Separation and partner exit: Drafting exit and separation mechanics, including Buy-Sell, BMBY, ROFR, right of first offer, tag-along, forced sale, buy-out of a leaving partner, transfer restrictions, terms of sale to a third party and provisions for an orderly business separation.
IP, confidentiality and non-compete: Regulating intellectual property rights, assignment of developments and assets to the company, use of commercial information, confidentiality, non-solicitation, competition restrictions and undertakings of founders or partners regarding assets created before and during the engagement.

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