Shareholders' Agreement

A shareholders' agreement is a contractual arrangement between the shareholders of a company that governs their rights and duties in addition to the articles of association. While the articles are publicly accessible in the commercial register, the shareholders' agreement remains confidential and can therefore contain sensitive provisions.

Typical contents include voting agreements, rules on management, information and control rights, non-compete clauses and exit mechanisms. These include in particular the drag-along right, the tag-along right, pre-emption rights and provisions on the liquidation preference. In growth financing via venture capital, it forms the central framework between founders and investors.

In Mittelstand M&A, the shareholders' agreement is regularly drafted on the basis of the negotiated term sheet. We support its structuring as part of equity financing and ensure a balanced alignment of interests.