A company's organizational documents and applicable law generally govern the company's relationship with its stockholders, as well as the rights, restrictions, and obligations of its stockholders. Stockholders, however, often negotiate for additional rights and protections in a stockholders agreement to:

In furtherance of these goals, stockholders agreements commonly include the following key provisions:

This Toolkit provides a collection of continuously maintained resources to assist counsel in drafting and negotiating stockholders agreements. These resources include general discussions of stockholders agreements, examples of comprehensive stockholders agreements and certain provisions that commonly appear in them (each containing integrated notes with important explanations and drafting and negotiating tips), and a checklist listing questions that counsel should consider when preparing a stockholders agreement.