shareholder-agreement

name	shareholder-agreement
title	Shareholder Agreement
description	Drafts U.S. shareholder agreements governing ownership, control, transfers, valuation, and exits with enforceable governance and dispute frameworks. Use when drafting or updating shareholder/stockholder agreements, ROFR and buy-sell terms, drag-along/tag-along rights, founder vesting, or closely held governance. Trigger keywords: shareholder agreement, stockholder agreement, ROFR, tag-along, drag-along, buy-sell, cap table, founder vesting.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/shareholder-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting"]

Shareholder Agreement

Drafts a company-specific shareholder agreement aligned to the charter, bylaws, and applicable state law.

Prerequisites

1. Jurisdiction of incorporation and entity type (corp vs. close corp).
2. Current charter and bylaws (with amendments).
3. Cap table by class/series with ownership percentages and special rights.
4. Shareholder roster with roles (founder, investor, employee, passive).
5. Governance model and approval thresholds.
6. Transfer/exit objectives (liquidity controls, buy-sell triggers).
7. Dispute resolution preference (court vs. arbitration).
8. Restrictive covenant policy and enforceability constraints.

Output Structure / Process

Draft Order

1. Parties, recitals, effective date, document hierarchy.
2. Definitions.
3. Capitalization and preemptive rights.
4. Governance and voting.
5. Information and inspection rights.
6. Transfer restrictions and liquidity mechanisms.
7. Valuation and purchase mechanics.
8. Restrictive covenants and confidentiality.
9. Dispute resolution.
10. Exit events, change of control, IPO termination.
11. General provisions.
12. Schedules, exhibits, signature blocks.

Required Inputs

Item	Notes
Company legal name, state, incorporation date	Match charter
Principal place of business	For venue and notices
Shareholder roster	Full legal names/entities
Cap table	Class, series, votes, preferences
Board structure	Seats, designation rights
Approval thresholds	Board vs. shareholder levels
Transfer restrictions	ROFR, permitted transfers
Exit mechanics	Drag/tag, sale of control
Valuation method	FMV, formula, appraisal
Payment terms	Cash vs. note
Dispute resolution	Negotiation/mediation/arbitration
Restrictive covenants (optional)	State-law dependent

Governance Approval Matrix