{"id":5581,"date":"2026-06-10T20:21:19","date_gmt":"2026-06-10T18:21:19","guid":{"rendered":"https:\/\/maraz.es\/?p=5581"},"modified":"2026-07-16T17:11:53","modified_gmt":"2026-07-16T15:11:53","slug":"shareholders-agreement","status":"publish","type":"post","link":"https:\/\/maraz.es\/en\/shareholders-agreement\/","title":{"rendered":"Shareholders&#8217; Agreement: Key clauses and how to protect your position as a buyer"},"content":{"rendered":"<p style=\"font-weight: 400;\">When an investor or entrepreneur prepares to sign a <strong>shareholders&#8217; agreement<\/strong> to enter a company, or when a founder accepts a new capital fund on board, they face a scenario in which trust must be translated into legal certainty. The shareholders&#8217; agreement is the critical document where the real balance of power between the signatories is settled, and where the political and economic rights that ordinary articles of association cannot protect are won or lost almost irreversibly.<\/p>\n<p style=\"font-weight: 400;\">In the M&amp;A and transactional ecosystem of the <em>middle market<\/em>, structuring this private contract is not a mere bureaucratic formality, but a strategic risk-mitigation mechanism that directly affects valuation, liquidity, and the long-term viability of the project. And, above all, its design changes entirely depending on which side of the table you sit. This guide explains what a shareholders&#8217; agreement is, how it differs from the articles of association, which clauses are essential, and how to protect your position when you are the one coming in.<\/p>\n<h2>What is a shareholders&#8217; agreement<\/h2>\n<p style=\"font-weight: 400;\">A <strong>shareholders&#8217; agreement<\/strong> is a private and confidential contract, signed by all or some of a company&#8217;s shareholders, whose purpose is to regulate in detail their internal relationships, corporate governance, and the restrictions on the transfer of shares, operating outside the publicly registered articles of association.<\/p>\n<p style=\"font-weight: 400;\">Its legal nature is grounded in the principle of freedom of contract (Article 1255 of the Spanish Civil Code) and finds its essential limit in Article 29 of the Spanish Companies Act (LSC), which provides that agreements kept private among the shareholders \u00abshall not be enforceable against the company\u00bb. That lack of direct enforceability is precisely what preserves its private character, as opposed to the articles of association, which must be registered at the Commercial Registry and are open to inspection by any third party.<\/p>\n<p style=\"font-weight: 400;\">The agreement may be signed by all of the share capital (an <strong>omnilateral<\/strong> agreement) or by a specific group of shareholders, as is common in investment rounds where only founders and new investors sign. From a technical standpoint, legal scholarship classifies parasocial agreements according to their purpose into three types:<\/p>\n<ul>\n<li><strong>Relationship agreements:<\/strong> they govern the direct relationships and reciprocal commitments between shareholders, without involving the company&#8217;s corporate bodies.<\/li>\n<li><strong>Attribution agreements:<\/strong> the shareholders undertake to provide benefits, financing, assets, or services in favor of the company itself.<\/li>\n<li><strong>Organizational agreements:<\/strong> they structure how the corporate bodies operate and condition the voting discipline of the signatories. These are the most common and the ones that generate the most conflict.<\/li>\n<\/ul>\n<p style=\"font-weight: 400;\">The underlying reason this instrument exists lies in the rigidity of general company law. The articles of association are constrained by mandatory law and registry scrutiny, which prevents them from effectively regulating very specific matters such as lock-up commitments, penalties for disloyalty, or preferential liquidation rights. Hence the inevitable question: if I already have articles of association, why do I need a shareholders&#8217; agreement? The answer requires analyzing how both frameworks coexist and which one prevails.<\/p>\n<h2>Shareholders&#8217; agreement vs. articles of association: how they differ and which prevails<\/h2>\n<p style=\"font-weight: 400;\">The <strong>articles of association<\/strong> are the company&#8217;s \u00abconstitutional\u00bb document: they are registered at the Commercial Registry, produce <em>erga omnes<\/em> effects (against third parties), and can only be amended by resolutions of the General Meeting adopted with reinforced majorities and executed as a public deed. The <strong>shareholders&#8217; agreement<\/strong>, by contrast, operates within the law of contractual obligations: it binds only the signatory parties and is unenforceable against third parties and against the company itself if the latter has not adhered to it.<\/p>\n<p style=\"font-weight: 400;\">Where there is a direct contradiction between the two, the legal effects diverge:<\/p>\n<ul>\n<li><strong>Against the company, the articles of association prevail.<\/strong> If the General Meeting or the management body adopts a resolution that is valid under the articles but contrary to the agreement, that resolution is, in the strictly corporate sphere, practically unassailable. The company, as an autonomous legal person, is not bound by a private contract to which it is a stranger.<\/li>\n<li><strong>Between the signatory shareholders, the agreement prevails.<\/strong> A shareholder who votes at the meeting in breach of their commitment incurs contractual breach. The injured party&#8217;s remedy will generally not be to annul the resolution, but to claim damages or to trigger the penalty and forced-transfer clauses set out in the agreement.<\/li>\n<\/ul>\n<p style=\"font-weight: 400;\">To give the analysis the rigor it deserves, it is worth examining the evolution of Spanish Supreme Court case law on <strong>omnilateral<\/strong>agreements (signed by all shareholders), because its reading is not intuitive:<\/p>\n<p style=\"font-weight: 400;\"><strong>General rule \u2014 unenforceability (STS 300\/2022, of 7 April). <\/strong>The Civil Chamber reiterated that omnilateral agreements are not directly enforceable against the company: the fact that all shareholders are signatories does not dissolve the distinction between the private contractual sphere and the corporate one. The decisions in the agreement are not automatically imposed on the legal person unless they have been channeled through the legal and statutory corporate bodies and procedures. The basis is the principle of privity of contract (Articles 1257 and 1091 of the Civil Code) and the exhaustive nature of the grounds for challenging resolutions (Article 204 LSC).<\/p>\n<p style=\"font-weight: 400;\"><strong>Qualification based on good faith and estoppel. <\/strong>Case law (among others, STS 103\/2016, of 25 February, and STS 120\/2020, of 20 February) introduces a nuance depending on the direction of the conflict. It is one thing to challenge a resolution <em>because it contradicts<\/em> the agreement \u2014which, as a rule, does not succeed through the corporate route\u2014; it is another to seek to challenge a resolution that precisely <em>implements<\/em> an omnilateral agreement that one signed oneself.<\/p>\n<p style=\"font-weight: 400;\">In a recent ruling of April 2026, the Supreme Court dismissed the challenge to meeting resolutions adopted to comply with an omnilateral agreement, holding that the signatory shareholder challenging them was violating the requirements of good faith and the doctrine of estoppel (<em>actos propios<\/em>). The reverse is also worth recalling: STS 674\/2023, of 5 May, set aside an agreement that the parties had systematically failed to apply for years, under that same estoppel doctrine.<\/p>\n<p style=\"font-weight: 400;\">The practical consequence for a buyer is twofold: first, <strong>whatever you truly want to protect, take it to the articles of association whenever possible<\/strong>; second, whatever you sign in the agreement binds you, and you cannot go back on it without cost.<\/p>\n<p style=\"font-weight: 400;\">The following table summarizes the essential differences:<\/p>\n<table style=\"font-weight: 400; height: 539px;\" width=\"1300\">\n<thead>\n<tr>\n<td width=\"160\">\n<p style=\"text-align: center;\"><strong>Criterion<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"221\"><strong>Articles of association<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"221\"><strong>Shareholders&#8217; agreement<\/strong><\/td>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\" width=\"160\"><strong>Nature<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"221\">Founding and organizational rules of a public nature<\/td>\n<td width=\"221\">\n<p style=\"text-align: center;\">Private contract governed by the law of obligations<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"160\">\n<p style=\"text-align: center;\"><strong>Access and registration<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"221\">Mandatory filing at the Commercial Registry<\/td>\n<td style=\"text-align: center;\" width=\"221\">Confidential, held privately by the signatories<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\" width=\"160\"><strong>Legal effect<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"221\">Erga omnes: company, current and future shareholders, third parties<\/td>\n<td width=\"221\">\n<p style=\"text-align: center;\">Inter partes: only the signatory shareholders and parties<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"160\">\n<p style=\"text-align: center;\"><strong>Amendment<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"221\">Reinforced majority at the meeting and public deed<\/td>\n<td style=\"text-align: center;\" width=\"221\">Unanimity of the signatories (addendum or novation)<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\" width=\"160\"><strong>In case of conflict<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"221\">Prevails as to the validity of the company&#8217;s acts<\/td>\n<td width=\"221\">\n<p style=\"text-align: center;\">Prevails as a source of liability between shareholders<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"160\">\n<p style=\"text-align: center;\"><strong>Remedy for breach<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"221\">Challenge of resolutions and fiduciary duties<\/td>\n<td width=\"221\">\n<p style=\"text-align: center;\">Specific performance, damages, or contractual penalty<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<h2>Shareholders&#8217; agreement vs. share syndication: are they the same?<\/h2>\n<p style=\"font-weight: 400;\">\u00abShareholders&#8217; agreement\u00bb and \u00abshare syndication\u00bb are often used interchangeably, but they are not the same. The relationship is one of <strong>genus and species<\/strong>: every share syndicate is a parasocial agreement, but not every shareholders&#8217; agreement is a syndication. Syndication is, in fact, a specific type of agreement, focused on a very particular objective.<\/p>\n<p style=\"font-weight: 400;\">While the shareholders&#8217; agreement governs the relationship between shareholders as a whole, <strong>share syndication<\/strong> seeks to <strong>group several shareholders together to act as a unit<\/strong>, usually in the exercise of voting rights. The Supreme Court (STS 296\/2016, of 5 May) defines it as the agreement by which the syndicated parties undertake to vote at the meeting as decided by the majority of the syndicate itself, each voting individually or through a common representative (the syndic). In practice it pursues two aims: <strong>voting or control syndication<\/strong> (pooling votes to control or influence) and <strong>blocking syndication<\/strong> (restricting transfer so that the group does not break up). They usually go together, since a voting syndication with no transfer restriction would be fragile.<\/p>\n<p style=\"font-weight: 400;\">They share the same nature as any parasocial agreement: valid between the signatories (Article 1257 of the Civil Code) but not enforceable against the company (Article 29 LSC). The practical consequence for a buyer: a good shareholders&#8217; agreement <strong>may incorporate a voting syndication<\/strong> as one of its clauses, but syndication alone does not replace the full agreement.<\/p>\n<h2>Essential clauses of a well-drafted shareholders&#8217; agreement<\/h2>\n<p style=\"font-weight: 400;\">There is no universal <strong>shareholders&#8217; agreement template<\/strong>: the strength of each agreement lies in the precision with which it defines the operational consequences of every clause. The absence of detailed regulation leads the company to ungovernability and the destruction of value. The clauses below are those that no serious agreement should omit.<\/p>\n<h3>Transfer regime (lock-up, ROFR, right of first refusal and tag-along on transfer)<\/h3>\n<p style=\"font-weight: 400;\">The <strong>lock-up<\/strong> or lock-in commitment prohibits key shareholders from transferring their shares for a set period (usually two to five years), to secure the founders&#8217; dedication. In a Spanish limited company (SL), care must be taken that this restriction does not exceed the limits of the LSC, since absolute or indefinite transfer prohibitions are void (Article 108 LSC) unless a separation right is granted, with a maximum window of five years.<\/p>\n<p style=\"font-weight: 400;\">The <strong>ROFR<\/strong> (right of first refusal), coordinated with pre-emption rights, grants the remaining shareholders priority to acquire the shares a shareholder intends to sell to a third party, matching the terms of the offer. If these are omitted or lack clear deadlines and a valuation formula, the company is left exposed to the entry of competitors or hostile shareholders into its <em>cap table<\/em>.<\/p>\n<h3>Drag along<\/h3>\n<p style=\"font-weight: 400;\">It enables the shareholders holding a qualified percentage of the capital, when faced with a firm third-party offer for 100% of the company, to <strong>force the minority to sell<\/strong> on identical price and timing terms. It is the tool that makes a company sellable: without it, a minority shareholder with a residual stake retains a de facto veto capable of frustrating a deal.<\/p>\n<p style=\"font-weight: 400;\">An important technical nuance: in the SL, taking the drag along to the articles of association is delicate, because Article 108.2 LSC and registry doctrine are restrictive towards clauses that oblige a shareholder to transfer a number of shares different from the one offered (the Provincial Court of the Balearic Islands once voided such a clause), and its later statutory incorporation usually requires the consent of all affected shareholders. It is therefore drafted as a <strong>highly detailed contractual obligation<\/strong> \u2014threshold, minimum price, equal terms, simultaneous closing, limitation of the warranties required from the minority\u2014 and only what is registrable is elevated to the articles.<\/p>\n<h3>Tag along<\/h3>\n<p style=\"font-weight: 400;\">It is the minority&#8217;s protective counterweight. If a majority shareholder sells their stake to a third party, the <strong>tag along<\/strong> gives the minority the right to join the sale on the same price and proportion terms. For it to work on the day of the <em>exit<\/em>, it must properly define the \u00abrelevant transfer\u00bb, include indirect sales (via a holding company), and set the pro-rata or \u00aball or nothing\u00bb formula. Without it, the minority risks being trapped indefinitely alongside an unknown new controlling shareholder.<\/p>\n<h3>Vesting and good leaver \/ bad leaver clauses<\/h3>\n<p style=\"font-weight: 400;\">Vesting or deferred consolidation ties ownership of the capital to the shareholder&#8217;s actual continuity. Instead of acquiring 100% irrevocably at the outset, the shareholder consolidates their rights progressively (for example, 48 months with an initial 12-month <em>cliff<\/em>). It is coordinated with the <strong>good leaver \/ bad leaver<\/strong> regime: a person leaving for legitimate reasons (death, disability, unfair dismissal) keeps what has vested and sells the rest at fair value; a person leaving disloyally or by unjustified voluntary resignation (bad leaver) suffers a penalty and is usually required to transfer even the vested shares at a steep discount.<\/p>\n<p style=\"font-weight: 400;\">Two frequent mistakes should be avoided. First, agreeing that \u00abthe company will automatically buy back\u00bb the shares: the company may only acquire its own shares in the cases listed in Article 140 LSC and subject to treasury-share and reserve rules, so the purchase must often be channeled to other shareholders or a third party. Second, leaving the bad-leaver price to the majority&#8217;s discretion: a valuation \u00abas the majority decides\u00bb borders on the prohibition in Article 1256 of the Civil Code. The prudent approach is to set objective grounds, a schedule, and a <strong>price determinable by formula or independent expert<\/strong>.<\/p>\n<h3>Reinforced majorities and reserved matters<\/h3>\n<p style=\"font-weight: 400;\">This defines which strategically significant decisions (issuing debt, selling core assets, amending the articles, material related-party transactions, dividends outside policy) require <strong>reinforced majorities<\/strong> or the veto of certain investor shareholders. It is the cornerstone of <a href=\"https:\/\/maraz.es\/en\/corporate-governance-and-its-impact-on-value-creation\/\">corporate governance<\/a> and the minority&#8217;s main protection. Where the agreement also regulates the delegation of powers and authorized signatures, it should be coordinated with the regime of company attorneys-in-fact. Beware a widespread bad practice: labeling as a \u00abveto\u00bb what is in reality <strong>hidden unanimity<\/strong> over dozens of ordinary decisions; such an agreement impairs financing and can drag the company into a deadlock of its bodies \u2014a ground for dissolution under Article 363 LSC. The LSC allows supermajorities, but not general unanimity.<\/p>\n<h3>Information and reporting rights<\/h3>\n<p style=\"font-weight: 400;\">For the investor shareholder who is not involved in day-to-day management, opacity is a first-order risk, and the minimum rights under the LSC are insufficient. The agreement should impose <strong>periodic reporting<\/strong> (monthly or quarterly): interim financial statements, cash position, debt, budget variances, an updated <em>cap table<\/em>, and KPI monitoring. The other half of the clause is confidentiality: restricted access, prohibition of competitive use, and protection of trade secrets (Law 1\/2019).<\/p>\n<h3>Liquidation preference and anti-dilution<\/h3>\n<p style=\"font-weight: 400;\">The <strong>liquidation preference<\/strong> sets the order of payment in a liquidity event (sale, merger, or liquidation): the protected investor receives, on a priority basis, a multiple of their investment (usually <em>1x non-participating<\/em>) before the remainder is distributed among ordinary shares. <strong>Anti-dilution<\/strong> protects the investor against a future raise at a lower valuation (a <em>down round<\/em>) by adjusting their position. To avoid confiscatory dilution for founders \u2014typical of the aggressive <em>full ratchet<\/em> method\u2014 the <strong>weighted average<\/strong> formula is usually agreed.<\/p>\n<p style=\"font-weight: 400;\">It is worth being realistic about how both operate. Under Spanish law, the shareholder has a pre-emptive subscription right in cash capital increases, and excluding it requires complying with Article 308 LSC. Anti-dilution therefore does not operate \u00abautomatically\u00bb: it must be drafted as an <strong>obligation to promote and vote for<\/strong> the corporate adjustment transaction, with its reasonable exceptions (option pool, pre-agreed conversions). And the liquidation preference, if it is to operate in the actual distribution and not merely between shareholders, must be structured through a <strong>privileged class of shares<\/strong>, not a mere paragraph in the agreement.<\/p>\n<h3>Non-compete, exclusivity and lock-in<\/h3>\n<p style=\"font-weight: 400;\">To retain intangible value (the <em>know-how<\/em>, the relationships), the agreement should impose <strong>exclusivity<\/strong> and dedication on the operating shareholder, <strong>non-compete<\/strong> during their tenure and, usually, a one-to-two-year post-contractual non-compete after departure. Three planes should be distinguished: the director (subject to the statutory duty of loyalty and non-compete under Article 230 LSC), the operating founder (where exclusivity is defensible if well delimited), and the purely financial shareholder (where a broad non-compete is hard to sustain). Under Spanish law, for a post-contractual non-compete to be valid it is usually essential to provide for <strong>proportionate financial consideration<\/strong>; without it, the courts tend to declare it void.<\/p>\n<h3>Dispute resolution and deadlock<\/h3>\n<p style=\"font-weight: 400;\">Companies held 50\/50 or requiring supermajorities are at risk of paralysis (<strong>deadlock<\/strong>). To break it without resorting to judicial dissolution, the prudent design is <strong>tiered<\/strong>: negotiation between senior officers, mediation or an independent expert, arbitration for breaches of the agreement, and, only as a last resort, an exit mechanism with objective valuation. Among these, the <strong>Russian roulette clause<\/strong> (or Andorran pact) stands out: once the deadlock occurs, shareholder A offers to buy B&#8217;s shares at a price set unilaterally; B may accept and sell at that price, or \u00abturn the deal around\u00bb and buy A&#8217;s shares at the same unit price.<\/p>\n<p style=\"font-weight: 400;\">The design discourages abuse because the party setting the price does not know whether they will end up buying or selling. Formulas with prices left to the pure discretion of one party should be avoided, as they may fall into the arbitrariness prohibited by Article 1256 of the Civil Code.<\/p>\n<p style=\"font-weight: 400;\"><em>Note: all of the above assumes a closely held, non-listed company (SL or SA with few shareholders). In listed companies, agreements governing voting or restricting transferability lose much of their confidentiality: they must be disclosed to the company and to the CNMV, filed at the Commercial Registry and published, and may even trigger the obligation to launch a takeover bid (OPA).<\/em><\/p>\n<h2>The shareholders&#8217; agreement from the buyer&#8217;s or new shareholder&#8217;s perspective<\/h2>\n<p style=\"font-weight: 400;\">The design of the agreement changes substantially depending on the role and control position of the incoming party. A sophisticated buyer does not passively accept a standard structure: they audit the pre-existing agreement and adapt its clauses to their investment thesis <strong>before closing<\/strong>. In an M&amp;A deal, the key terms begin to be defined in the <a href=\"https:\/\/maraz.es\/en\/letter-of-intent-loi-in-ma-practical-guide\/\">letter of intent (LOI)<\/a>, which precedes the share purchase agreement (SPA) and the agreement itself, and the audit of the existing agreement is a natural part of <a href=\"https:\/\/maraz.es\/en\/the-advantages-of-vendor-due-diligence\/\">vendor due diligence<\/a>: does it protect only the historic founders? Is there a drag along that could sweep you in? Which matters are reserved, and with what majorities?<\/p>\n<p style=\"font-weight: 400;\">The strategy differs depending on whether you take a minority or a majority control position:<\/p>\n<table style=\"font-weight: 400; height: 368px;\" width=\"1292\">\n<thead>\n<tr>\n<td width=\"133\">\n<p style=\"text-align: center;\"><strong>Position<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"201\"><strong>Key clauses to require<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"268\"><strong>Strategic rationale<\/strong><\/td>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\" width=\"133\"><strong>Minority buyer<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"201\">Full tag along; broad reserved matters; enhanced information rights; objective exit formula<\/td>\n<td width=\"268\">\n<p style=\"text-align: center;\">Avoids being trapped without liquidity, prevents unilateral dilution, ensures oversight of management, and allows divesting at fair value upon breach<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"133\">\n<p style=\"text-align: center;\"><strong>Majority buyer<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"201\">Solid drag along; rigorous non-compete; lock-up of key founders; indemnities (reps &amp; warranties)<\/td>\n<td style=\"text-align: center;\" width=\"268\">Secures the ability to sell 100% without minority blockages, prevents a disloyal competing business, retains talent during the transition, and offsets contingencies against deferred payments<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<p style=\"font-weight: 400;\"><strong>What a buyer should never sign:<\/strong> agreements without a clear, enforceable exit mechanism; future valuation formulas subject to the majority&#8217;s discretion; disproportionate penalty clauses; implicit waiver of the right to information; or submission of disputes to ordinary courts without a swift arbitration or mediation procedure.<\/p>\n<p style=\"font-weight: 400;\"><strong>The biggest red flag:<\/strong> an agreement drafted solely by the seller&#8217;s advisors. In any rigorous deal, the buyer leads the drafting and <strong>negotiates the agreement before closing, not after<\/strong>; once signed, information asymmetry erodes the value of the investment.<\/p>\n<h2>Shareholders&#8217; agreements in startups: the clauses that don&#8217;t exist in a traditional company<\/h2>\n<p style=\"font-weight: 400;\">A startup&#8217;s <strong>shareholders&#8217; agreement<\/strong> responds to a logic of round-by-round fundraising and dependence on the founders&#8217; intellectual capital, very different from a traditional SME \u2014where the agreement is geared towards ordering dividends and succession. Four mechanisms are almost exclusive to this environment:<\/p>\n<ul>\n<li><strong>Founder vesting:<\/strong> the founders&#8217; equity vests over a time schedule, assuring investors they are committed long term and that no one leaves with an idle stake months after the financing.<\/li>\n<li><strong>Tiered liquidation preference:<\/strong> successive rounds introduce share series (Series A, B\u2026) with different payment preferences; <em>venture capital<\/em> funds require recovering their capital with priority before founders with ordinary shares receive anything.<\/li>\n<li><strong>Anti-dilution adjustment:<\/strong> formulas (usually weighted average) to readjust the investor&#8217;s percentage in a <em>down round<\/em>, a mechanism almost absent in the traditional company.<\/li>\n<li><strong>Option pool:<\/strong> a reserve of a percentage of the fully diluted capital (often 10\u201315%) to incentivize key employees, executives, or advisors without a cash outlay.<\/li>\n<\/ul>\n<h2>Shareholders&#8217; agreement templates in Word: why downloading one can cost you dearly<\/h2>\n<p style=\"font-weight: 400;\">Searching for a free <strong>shareholders&#8217; agreement Word template<\/strong> or PDF responds to the need to cut costs at launch, but using these documents without rigorous adaptation is a critical source of contingencies.<\/p>\n<ul>\n<li><strong>What templates usually include:<\/strong> generic majority definitions that merely replicate the LSC minimums, drag-along clauses devoid of procedure, and confidentiality undertakings without a quantified penalty.<\/li>\n<li><strong>What they NEVER include:<\/strong> valuation formulas tailored to your sector, deadlock mechanisms detailed step by step, a post-contractual non-compete with the consideration Spanish law requires, or the ownership of essential intangibles (software, brands, patents) developed by the shareholders.<\/li>\n<li><strong>The real risk:<\/strong> a false appearance of legal certainty that collapses at the first conflict. The cost of unwinding a litigated deadlock, indemnifying a disloyal exit, or reorganizing a <em>cap table<\/em> that scares off investors far exceeds that of good prior advice.<\/li>\n<li><strong>How to use a template correctly:<\/strong> only as a preliminary working script for founders to identify friction points, delegating the final drafting to specialized professionals.<\/li>\n<\/ul>\n<h2>When to review or update the shareholders&#8217; agreement<\/h2>\n<p style=\"font-weight: 400;\">The agreement is not a static document. The following milestones require auditing and, where appropriate, novating it:<\/p>\n<table style=\"font-weight: 400; height: 471px;\" width=\"1284\">\n<thead>\n<tr>\n<td width=\"187\">\n<p style=\"text-align: center;\"><strong>Milestone or circumstance<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"208\"><strong>Impact<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"208\"><strong>Action required<\/strong><\/td>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td style=\"text-align: center;\" width=\"187\"><strong>Entry of a significant new shareholder<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"208\">Alters majorities and balances at the meeting<\/td>\n<td width=\"208\">\n<p style=\"text-align: center;\">Accession addendum or restated agreement with new quorums<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"187\">\n<p style=\"text-align: center;\"><strong>Institutional financing round<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"208\">Investors requiring preferences and vetoes<\/td>\n<td style=\"text-align: center;\" width=\"208\">Replace the agreement to implement the financial clauses<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\" width=\"187\"><strong>Restructuring (holding) or M&amp;A<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"208\">Segregates activities or brings in industrial partners<\/td>\n<td width=\"208\">\n<p style=\"text-align: center;\">Adapt reserved matters and parent-subsidiary dividend flow<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"187\">\n<p style=\"text-align: center;\"><strong>Latent conflict between shareholders<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"208\">Threatens to paralyze decision-making<\/td>\n<td style=\"text-align: center;\" width=\"208\">Trigger mediation or renegotiate the exit before paralysis<\/td>\n<\/tr>\n<tr>\n<td style=\"text-align: center;\" width=\"187\"><strong>Legislative changes<\/strong><\/td>\n<td style=\"text-align: center;\" width=\"208\">Modify LSC limits or non-compete duties<\/td>\n<td width=\"208\">\n<p style=\"text-align: center;\">Audit the legality and enforceability of the clauses<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td width=\"187\">\n<p style=\"text-align: center;\"><strong>Changes in the founder&#8217;s personal life<\/strong><\/p>\n<\/td>\n<td style=\"text-align: center;\" width=\"208\">Retirement, death, succession, or divorce<\/td>\n<td width=\"208\">\n<p style=\"text-align: center;\">Adapt pre-emption and exclude heirs without consent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>&nbsp;<\/p>\n<h2>How Maraz Corporate Finance supports the negotiation of the shareholders&#8217; agreement<\/h2>\n<p style=\"font-weight: 400;\">Formalizing a shareholders&#8217; agreement is not an exclusively legal exercise, but a first-order financial decision with a direct impact on valuation, liquidity, and equity returns. At Maraz Corporate Finance we provide comprehensive strategic support, tailored to transactions in the Spanish <em>middle market<\/em>:<\/p>\n<ul>\n<li><strong>Strategic review and audit integrated with due diligence:<\/strong> we audit the existing agreement, identifying contingencies, power asymmetries, or transfer restrictions that pose a risk to the incoming buyer or investor.<\/li>\n<li><strong>Financial design and structuring of the agreement:<\/strong> in sale transactions or fund entries, we design the financial architecture of the agreement in coordination with corporate lawyers, ensuring that valuation, drag along, <em>put\/call<\/em> options, and <em>earn-outs<\/em>are precisely reflected in the contract.<\/li>\n<li><strong>Analysis of the clauses&#8217; impact on valuation:<\/strong> we assess which mechanisms destroy value or deter future buyers and which protect the company&#8217;s appeal ahead of a divestment.<\/li>\n<li><strong>Specialization in the Spanish middle market,<\/strong> where the shareholders&#8217; agreement is one of the most critical documents for a successful closing and subsequent stability.<\/li>\n<li><strong>Direct advice, no intermediaries:<\/strong> the owner deals directly with the managing partners, with a pragmatic, business-oriented approach.<\/li>\n<\/ul>\n<p style=\"font-weight: 400;\">If you are about to enter a company or accept a new shareholder and want to make sure the agreement protects your position, explore our <a href=\"https:\/\/maraz.es\/en\/mergers-acquisitions\/\">financial advisory in transactions<\/a> service and contact us for a preliminary assessment of your case.<\/p>\n<h2>FAQs on the shareholders&#8217; agreement<\/h2>\n<h3>What exactly is a shareholders&#8217; agreement?<\/h3>\n<p style=\"font-weight: 400;\">It is a private and confidential contract, grounded in freedom of contract, by which all or some of a company&#8217;s shareholders specifically regulate their mutual relationships, voting discipline, the board&#8217;s operation, and restrictions on the transfer of shares, supplementing or modulating their statutory rights. It is not enforceable against the company (Article 29 LSC).<\/p>\n<h3>Is it mandatory to sign a shareholders&#8217; agreement?<\/h3>\n<p style=\"font-weight: 400;\">There is no legal obligation to sign one: the minimum framework consists of the incorporation deed and the registered articles of association. But doing without it exposes the shareholders to paralysis or costly litigation in the event of strategic disagreements.<\/p>\n<h3>What is the difference between a shareholders&#8217; agreement and the articles of association?<\/h3>\n<p style=\"font-weight: 400;\">The difference lies in their publicity and enforceability. The articles are public, filed at the Commercial Registry, and enforceable against everyone (erga omnes). The agreement is private and binds only the signatories (inter partes), being unenforceable against third parties and against the company itself if the latter is not a party to it.<\/p>\n<h3>How much does it cost to draft a shareholders&#8217; agreement?<\/h3>\n<p style=\"font-weight: 400;\">It depends on the complexity of the capital structure, the number of shareholders, the stage of the business, and the need for complex financial and valuation clauses. There is no standard fee, but the cost of drafting it well is far lower than that of corporate litigation arising from its absence or poor drafting.<\/p>\n<h3>Can I amend the shareholders&#8217; agreement after signing it?<\/h3>\n<p style=\"font-weight: 400;\">Yes. As a private contract, it may be novated at any time, but it requires the unanimous consent of all original signatory parties, by way of an amending addendum or a substitute restated text.<\/p>\n<h3>What happens if a shareholder breaches the agreement?<\/h3>\n<p style=\"font-weight: 400;\">The injured parties may claim damages or specific performance before the ordinary courts or the agreed arbitration. If the agreement provides for penalties or bad-leaver clauses, a serious breach may trigger the forced sale of the shares at the penalized value. What they generally cannot do is annul the corporate resolution, because the agreement is not enforceable against the company.<\/p>\n<h3>Is a shareholders&#8217; agreement signed by only some shareholders valid?<\/h3>\n<p style=\"font-weight: 400;\">Yes. It is fully valid and binding between those who signed it, under the principle of privity of contract. Its effects are confined to the signatories: provisions on voting or transfer cannot be required of shareholders who did not sign, who will be governed solely by the articles and the law.<\/p>\n<p>&nbsp;<\/p>\n<p style=\"font-weight: 400;\"><a href=\"https:\/\/www.linkedin.com\/in\/javierderojas\/\" target=\"_blank\" rel=\"noopener\"><span style=\"color: #333399;\"><strong>Javier de Rojas Roca de Togores<\/strong><\/span><\/a><\/p>\n<p style=\"font-weight: 400;\"><span style=\"color: #333399;\"><strong>Partner \u2013 Maraz Corporate Finance<\/strong><\/span><\/p>\n","protected":false},"excerpt":{"rendered":"<p>When an investor or entrepreneur prepares to sign a shareholders&#8217; agreement to enter a company, or when a founder accepts a new capital fund on board, they face a scenario in which trust must be translated into legal certainty. The shareholders&#8217; agreement is the critical document where the real balance of power between the signatories [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":5580,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[163],"tags":[268,262,267,265,266,257,260,259,261,263,264,258],"class_list":["post-5581","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-mergers-acquisitions","tag-corporate-governance","tag-drag-along","tag-ma","tag-reserved-matters","tag-share-syndication","tag-shareholders-agreement","tag-shareholders-agreement-startup","tag-shareholders-agreement-template","tag-shareholders-agreement-vs-articles-of-association","tag-tag-along","tag-vesting","tag-what-is-a-shareholders-agreement"],"acf":[],"_links":{"self":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/5581","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/comments?post=5581"}],"version-history":[{"count":0,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/5581\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media\/5580"}],"wp:attachment":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media?parent=5581"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/categories?post=5581"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/tags?post=5581"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}