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prompt-pack-shareholders-agreement

Category: Legal Risk: Unknown ★ 3.9 · Rating 3.9/5 (12) sboghossian/mini-claude-for-legal MIT

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name: prompt-pack-shareholders-agreement
description: Use when drafting a full shareholders' agreement for a company with multiple shareholders, covering board composition, reserved matters, share transfer restrictions (ROFR, tag-along, drag-along), dividend policy, deadlock resolution, and exit mechanisms. Builds on the key terms agreed in prompt-pack-shareholder-agreement-key-terms into a full legal instrument. MENA-specific guidance addresses UAE onshore LLC, DIFC, ADGM, and KSA company law requirements, notarization needs, and enforceability of transfer and governance provisions.
license: MIT
metadata:
id: prompt-pack.shareholders-agreement
category: prompt-pack
practice_area: corporate-m-a
jurisdictions: [UAE, DIFC, ADGM, KSA, LB, EG]
priority: P2
intent: [drafting, shareholders-agreement, corporate-governance, joint-venture]
related: [prompt-pack-shareholder-agreement-key-terms, prompt-pack-share-purchase-agreement, prompt-pack-shareholders-resolution, prompt-pack-related-party-transaction-policy]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Shareholders Agreement

When to use this

Use this skill when:

  • The commercial key terms have been agreed (see [[prompt-pack-shareholder-agreement-key-terms]]) and a full legal instrument is needed.
  • A company has two or more shareholders and needs a legally binding governance document.
  • A joint venture between two companies is being formalized in a company structure.
  • A private equity or venture capital investor requires a SHA as a condition of investment.
  • A company is preparing for external investment and needs to establish a governance framework.

Required inputs

Input Why it matters Default if omitted
Company name, jurisdiction, and entity type Determines governing law and structural constraints Ask
Shareholders, their shareholdings, and proportions Core of the SHA Ask; state percentages and share classes
Board composition agreement Who appoints directors; total board size Ask; refer to agreed key terms
Transfer restriction mechanics ROFR / ROFO / tag / drag parameters agreed Ask; use [[prompt-pack-shareholder-agreement-key-terms]] to settle these first
Exit mechanics IPO / trade sale / put-call parameters Ask
Governing law Determines enforceability of specific provisions Ask; key choice: UAE onshore / DIFC / ADGM / KSA

Document structure

  1. Parties and recitals

    • Names and jurisdictions of all shareholders.
    • Name and jurisdiction of the company.
    • Brief commercial context of the arrangement.

  2. Definitions and interpretation — comprehensive; reference key-terms definitions; define:

    • Shareholders, Founders, Investors, Company.
    • Board, Directors, Chairperson.
    • Permitted Transfer, Change of Control, Encumbrance.
    • Transfer Mechanics defined terms (ROFR/ROFO Price, Tag Price, Drag Notice).
    • Reserved Matters, Deadlock, Deadlock Notice.
    • Material Adverse Change, Fair Market Value.
    • Exit Event, IPO, Trade Sale, Completion.

  3. Corporate governance

    3.1 Board composition:

    • Total number of directors: [X].
    • Each Shareholder's board appointment right tied to their percentage holding (include a table: e.g., 15%+ → 1 seat; 30%+ → 2 seats; majority → number of seats that gives majority of board).
    • Appointment and removal: each shareholder may appoint and remove the director(s) they are entitled to nominate.
    • Independent directors: [number and appointment process].
    • Chairperson: appointed by [majority shareholder / by rotation / elected by board].
    • Casting vote: chairperson has a casting vote on deadlocked board resolutions except Reserved Matters.
    • Alternate directors: allowed or prohibited.

    3.2 Board meetings:

    • Frequency: at least [4] times per year.
    • Notice: [7/14] days before each meeting; emergency meetings with [48 hours'] notice.
    • Quorum: minimum [X] directors, including at least [1] director appointed by each shareholder holding above [Y%].
    • Voting: decisions by simple majority of directors present and voting, except Reserved Matters.
    • Written resolutions: permitted by unanimous written consent.

    3.3 Reserved matters:

    • Full list of matters requiring approval beyond a simple board majority.
    • Threshold per matter: supermajority board vote (e.g., 75%), unanimous board, or shareholder approval.
    • Practical guidance: divide the reserved matters list into three tiers:
      • Tier 1 (unanimous shareholder approval): change of business, change of constitutional documents, liquidation.
      • Tier 2 (shareholder supermajority, e.g., 75%): major acquisitions, debt above threshold, IPO.
      • Tier 3 (minority investor veto): related-party transactions, changes to dividend policy, CEO appointment/removal.

  4. Financial matters

    4.1 Business plan and annual budget:

    • Board approves annual business plan and budget within [60/90] days before each financial year-end.
    • Material deviation from the approved budget triggers a Reserved Matter.

    4.2 Dividend policy:

    • Dividends distributed at the discretion of the board (or: minimum distribution of [X%] of net profit if distributable).
    • Preferred dividend for [Investor]: [X%] per annum cumulative (or non-cumulative), paid before any ordinary dividend.

    4.3 Financing:

    • New debt or equity financing above [threshold] requires Reserved Matter approval.
    • Pre-emption rights on new share issuances: each shareholder has the right to subscribe pro-rata to maintain their percentage holding.

  5. Transfer of shares

    5.1 Lock-up: No shareholder may transfer any shares for [18/24/36] months from the date of this Agreement, except to Permitted Transferees.

    5.2 Permitted transfers: Transfers to affiliates (wholly owned subsidiaries, holding companies) and to the shareholder's estate on death; subject to the transferee executing a Deed of Adherence.

    5.3 Right of first refusal (ROFR):

    • If a shareholder (Offeror) wishes to transfer shares, it must first serve a Transfer Notice on all other shareholders stating the price and terms.
    • Other shareholders may elect to purchase the offered shares pro-rata within [30] days.
    • If not all offered shares are taken up, the remaining shareholders may elect to acquire the balance.
    • If not fully taken up within [60] days, Offeror may sell to the proposed third-party buyer on terms no more favorable than those in the Transfer Notice.

    5.4 Tag-along rights:

    • If any shareholder (Selling Shareholder) proposes to sell shares representing [X%] or more of the issued share capital, the other shareholders may elect to tag-along and sell their shares to the same buyer on the same price per share and terms.
    • Tag notice must be given within [20] days of receiving the Selling Shareholder's notice.
    • If the buyer is unwilling to acquire the tagged shares, the Selling Shareholder may not proceed with the sale.

    5.5 Drag-along rights:

    • If shareholders holding [75%] or more of the shares agree to sell to a bona fide third-party buyer in an arm's-length transaction, they may require all other shareholders to sell their shares to the same buyer at the same price per share.
    • Drag conditions: (a) price is at or above [agreed minimum or a return multiple]; (b) drag-along exercised in good faith; (c) all shareholders treated equally per share.
    • Dragged shareholders may contest the price by requesting an independent valuation; if the independent valuation confirms fair value, they must sell.

    5.6 Change of control:

    • If a shareholder undergoes a change of control (a third party acquires more than 50% of that shareholder's voting rights), the remaining shareholders have the right to purchase that shareholder's shares at FMV.

  6. Deadlock

    • Deadlock defined: any Board or Shareholder matter where no resolution can be passed within [30/60] days despite good-faith efforts.
    • Escalation: CEOs to meet within [15] days; senior principals to meet within [30] days.
    • If unresolved: either party may serve a Deadlock Notice.
    • Mechanism: [choose: Texas Shootout / Russian Roulette / Expert Determination / Windup] — per agreed key terms.
    • Deadlock on Reserved Matters only: some SHAs restrict deadlock mechanisms to Reserved Matters only; ordinary board matters resolved by casting vote.

  7. Exit provisions

    7.1 IPO:

    • If shareholders holding [majority] approve an IPO, all shareholders must support and cooperate.
    • Post-IPO lock-up: [180 days / 12 months] for founders; [90 days / 6 months] for investors.
    • Listing venue: [agreed exchange or "major international exchange"].

    7.2 Trade sale:

    • Any shareholder holding above [X%] may initiate a sale process; the Company appoints an investment bank to run a process.
    • All shareholders must cooperate with due diligence, management presentations, and finalizing sale documentation.

    7.3 Investor put option:

    • If no IPO or Trade Sale is completed by [date], [Investor] may put its shares to [Founders / Company] at [Cost + IRR / FMV / formula price].
    • Exercise period: [6 months] following the trigger date.

  8. Information rights

    • Monthly management accounts: within [15] days of month-end.
    • Quarterly financial reports: within [30] days of quarter-end.
    • Annual audited accounts: within [90/120] days of year-end.
    • Board papers: circulated [7] days before board meeting.
    • Access rights: [Investor] may inspect the books and records of the Company on [X] Business Days' notice, no more than twice per year.

  9. Confidentiality

    • Each shareholder agrees to keep the terms of this Agreement and the company's business information confidential.
    • Permitted disclosures: regulatory filings, lenders (confidentiality basis), tax advisors.
    • Duration: 2 years post-termination.

  10. Representations and warranties

    • Each party represents: capacity to enter; shares owned free and clear; no other shareholder agreements in relation to the shares.

  11. Termination

    • This Agreement terminates on: (a) unanimous agreement; (b) completion of a Trade Sale or IPO; (c) winding-up of the Company.
    • Individual shareholder ceases to be a party on transfer of all their shares.

  12. Governing law and dispute resolution

    • State clearly; for UAE onshore: UAE law; for DIFC: DIFC law; for KSA: Saudi law.
    • Arbitration: [Institution] Rules, seat [City].

  13. Miscellaneous — entire agreement; amendments in writing; no waiver; severability; counterparts; assignment (no assignment without consent, except to Permitted Transferee).

  14. Schedule: Deed of Adherence — template for new shareholders to adhere to the SHA on joining.

Jurisdictional notes

UAE — onshore LLC

  • The SHA operates alongside the notarized MOA/AOA; where they conflict, UAE courts may give primacy to the notarized constitutional documents.
  • Key SHA provisions (especially transfer restrictions) should be incorporated into or referenced in the notarized MOA to be fully enforceable against third parties.
  • Reserved matters that require MOA amendments (e.g., changes to capital, changes to management structure) must go through notarization.

DIFC

  • SHA is a straightforward contract; DIFC Contract Law applies.
  • Can be paired with DIFC Articles of Association that incorporate or mirror key SHA provisions (especially transfer restrictions).
  • No notarization required; electronic signatures recognized.

KSA

  • Saudi LLC: key SHA terms should be incorporated into the company's articles to the extent possible, as the articles govern the company-law aspects; the SHA governs inter-shareholder obligations.
  • Articles amendments require notarization and MISA registration.

Drafting standards

  • Resolve all key terms (use [[prompt-pack-shareholder-agreement-key-terms]]) before drafting the full SHA — this avoids renegotiating in the middle of drafting.
  • Use a Deed of Adherence schedule — any new shareholder must execute it to be bound.
  • For the Reserved Matters list: over-inclusiveness is better than under-inclusiveness; a Reserved Matter that is never invoked costs nothing; a missing Reserved Matter can cause a governance crisis.
  • Include a Shareholder Representative designation if the SHA involves multiple individual co-investors in the same shareholder bloc; this avoids the need to get all their signatures on every consent.

Common mistakes

  • SHA conflicts with MOA. If the SHA says "no share transfer without board approval" but the MOA allows free transfer, a buyer may be able to transfer in breach of the SHA but in compliance with the MOA; ensure consistency.
  • No drag-along price floor. A drag without a price floor allows the majority to drag at a nominal price; include a minimum value protection.
  • Reserved matters list too broad. If every ordinary business decision requires shareholder approval, the company is ungovernable; calibrate thresholds to the company's size and deal profile.
  • Exit mechanics without funding. A put option requiring founders to buy out an investor at a multi-million dollar price is unenforceable if the founders do not have the funds; pair with a funding mechanism or acceptance that company redemption is the backstop.
  • [[prompt-pack-shareholder-agreement-key-terms]]
  • [[prompt-pack-share-purchase-agreement]]
  • [[prompt-pack-shareholders-resolution]]
  • [[prompt-pack-related-party-transaction-policy]]
  • [[heuristic-always-state-jurisdiction-first]]