M&A · Corporate Governance · Exit Strategy
Shareholders
Agreements
in our jurisdictions
Startups · Investors · Family Office · Funds
Strategic advice in the drafting, negotiation and review of shareholders agreements. Beyond contractual drafting: we analyse the corporate structure, the interests of the parties and the long-term strategy to design a truly useful agreement.
Startups and founding partners
Vesting, cliff, scalable rounds and preparation for exit from day one.
Funds and private equity
Liquidation preference, anti-dilution, information rights and enhanced corporate governance.
Family offices and family businesses
Family protocol, orderly succession and resolution mechanisms adapted to the family business.
Joint ventures and investors
Drag along, tag along, veto rights and clearly defined exit scenarios.
Why it matters
The shareholders agreement
that protects
your project
The shareholders agreement is the most important tool to anticipate conflicts, protect the investment and guarantee the stability of the business project. Its absence is one of the main causes of conflicts that destroy companies with real potential.
Our advice goes beyond contractual drafting. We analyse the corporate structure, the interests of each party and the medium- and long-term strategy. We adapt each agreement to the real business context, also considering personal, family and wealth factors when relevant.
We act as strategic partner throughout the process, not just as drafters of the document.
Free consultation →When is it essential?
Before a funding round. When incorporating a new partner. In any startup with two or more founders. In family businesses with planned succession. Before an M&A process.
Is it confidential?
Yes. Unlike the bylaws, which are public, the shareholders agreement is a private document between the signing parties, with full legal effect and maximum confidentiality.
How long does it take?
Between 1 and 4 weeks depending on complexity. We work with agile methodologies and reference templates adapted to speed up the process without sacrificing quality.
Is it compatible with future rounds?
We design scalable agreements, prepared for future funding rounds and aligned with international venture capital and private equity standards.
Key clauses
What a well-structured
agreement includes
We have extensive experience in shareholders agreements for startups, family businesses, joint ventures and investment transactions.
01
Corporate governance
Rights and obligations of shareholders, reinforced majorities, veto rights and strategic decision-making.
Corporate control
02
Drag Along · Tag Along
Drag along clause to facilitate the total sale. Tag along clause to protect the minority in M&A processes.
Exit · M&A
03
Transmission and anti-dilution
Preferential acquisition rights, lock-up, anti-dilution clauses and control of entry of new partners and investors.
Investor protection
04
Permanence · Vesting
Founder permanence obligations, cliff, accelerated vesting in case of exit and non-compete clauses.
Startups · Founders
05
Dividends and financing
Dividend policy, reinvestment obligations, capital call and financing conditions between partners or with third parties.
Financing
06
Exit and conflict resolution
Exit scenarios, agreed valuation formulas, shoot-out clauses and conflict resolution mechanisms.
Exit strategy
Who we work with
Solutions for
each profile
Startups and founding partners
We prepare the company from day one for funding rounds and exit processes. Scalable agreements, compatible with venture capital standards.
Vesting and cliff for founders
Compatibility with Series A, B rounds
Preparation for exit or M&A
Investment funds and private equity
We accompany venture capital and private equity funds in the structuring of the investment and the negotiation of the documentation with the founding team.
Liquidation preference and anti-dilution
Information and veto rights
Protection of the invested capital
Family offices and family businesses
We integrate the shareholders agreement with the family protocol to guarantee the stability of the business legacy and an orderly succession between generations.
Integration with family protocol
Succession and generational transmission
Resolution of family conflicts
Methodology
Our process,
step by step
01
Free consultation
Analysis of the structure, partner profiles and objectives. Without commitment.
02
Strategic design
Proposal of clauses adapted to the concrete case and presented to the parties.
03
Negotiation
Active support in the negotiation between partners and investors.
04
Final drafting
Definitive document reviewed by our team. Ready for signature.
05
Continuous partner
Available for revisions at each round, exit or corporate change.
FAQ
Frequently
asked questions
Can’t find your answer? First consultation free of charge.
Free consultationWhy is it important to draft the shareholders agreement from the start?
+
The absence of a shareholders agreement is one of the main causes of conflicts that destroy companies with real potential. Drafting it from the start is always more economical and effective than trying to resolve a corporate conflict without it. In addition, investors in any round will require its existence.
What is the difference between drag along and tag along?
+
Drag along protects the majority: it can force the minority to sell on the same conditions. Tag along protects the minority: it can join the sale by the majority. They are complementary clauses that we always include in any agreement for startups or companies with investors.
What is vesting and why is it fundamental in a startup?
+
Vesting is a mechanism that makes founders “earn” their shares progressively over a period of time (usually 4 years with a 1-year cliff). It protects the company and investors against a founder who abandons the project early. It is a standard requirement in any venture capital round.
Do you also work with international investors?
+
Yes. We have extensive experience in operations with international investors, including European and Latin American funds. The Jurisserv network allows us to coordinate legal aspects in multiple jurisdictions (Andorra, Spain, France) from a single point of contact.
Can you review an existing shareholders agreement?
+
Absolutely. We review existing shareholders agreements, identify gaps or problematic clauses and propose improvements adapted to the current situation of the company. This service is especially recommended before a new funding round or M&A process.
Let’s talk
Your shareholders agreement,
right from the start
First consultation free of charge and without commitment. We present an analysis of your corporate situation and the most adequate clauses for your case in less than 48 hours.
Backed by Jurisserv, for operations requiring coverage in Andorra or France, we coordinate with the Jurisserv network. jurisserv.com →
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