Stockholders Agreements Toolkit
Resources to assist in preparing and evaluating stockholders agreements.
Generally, rights and responsibilities among stockholders and their relationship with the corporation are governed by the charter documents. However, stockholders often negotiate additional rights and protections to:
Address liquidity concerns.
Include control rights.
Restrict other stockholders from transferring their equity.
Protect minority stockholders.
Stockholders face complicated drafting and negotiating issues when documenting these goals in the stockholders agreement. Key provisions that are typically included are:
Management put and call rights.
Right of first offer or rights of first refusal.
Deadlock or buy-sell provisions.
The Stockholders Agreement Toolkit provides several continuously maintained resources to assist counsel in drafting and negotiating stockholders' agreements, including standard documents with integrated drafting notes with important explanations and drafting and negotiating tips.
Stockholders Agreement Commentary
Standard Documents and Clauses
Stockholders Agreement (Two-party)
Stockholders Agreement (Multi-party)
Stockholders Agreement: Joinder Agreement
Stockholders Agreement: Deadlock (with Mediation)
Stockholders Agreement: Drag-along Rights
Stockholders Agreement: Management Stockholders Call Rights
Stockholders Agreement: Management Stockholders Put Rights
Stockholders Agreement: Pre-emptive Rights
Stockholders Agreement: Right of First Offer
Stockholders Agreement: Right of First Refusal
Stockholders Agreement: Tag-along Rights
Stockholders Agreement Checklist