Shareholder Agreements – Sweating The Small Stuff

Much has been written about governance issues in shareholder agreements as well as the ROFR, shotgun, put, call and other buy-sell provisions that such agreements often include. But it’s also worth considering some of the less discussed provisions of a shareholder agreement and how they can sometimes create significant concerns. In this article, we give some reasons why it’s best not to skip too hastily through all those pages of "boilerplate" when negotiating a shareholder agreement.

Voting trusts come up when, as often happens, a majority shareholder wants to treat a group of minority shareholders as a "block" or, alternatively, a management group agrees to act together in order to control the corporation.