Stockholders Agreements Toolkit

Resources to assist in preparing and evaluating stockholders agreements.

Practical Law Corporate & Securities

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:

  • Drag-along rights.

  • Management put and call rights.

  • Pre-emptive rights.

  • Right of first offer or rights of first refusal.

  • Veto rights.

  • 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.


Practice Notes

  • Stockholder Protections

  • 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

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