In our previous Article, we explored the foundational aspects
of share transfer restrictions in shareholder agreements
("SHAs"), with a focus on concepts such
as tag-along rights, drag-along rights, permitted and automatic
transfers, amongst others and the interplay with the Companies Act,
2013 (the "Act"). We highlighted how
these provisions, when carefully drafted, balance the competing
interests of majority and minority shareholders, while maintaining
alignment with statutory provisions and judicial
interpretations.
In this follow-up piece, we expand the scope by examining
additional, conceptually significant restrictions and protective
mechanisms that frequently find their place in SHAs. Shotgun
Clauses, Anti-Dilution Protections, Lock-In Restrictions, and
Call/Put Options are mechanisms that are critical in practice,
though less frequently addressed in doctrinal writing. Each of
these contractual devices reflects the constant tension in SHAs,
balancing the
