| 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
- Jurisdiction of incorporation and entity type (corp vs. close corp).
- Current charter and bylaws (with amendments).
- Cap table by class/series with ownership percentages and special rights.
- Shareholder roster with roles (founder, investor, employee, passive).
- Governance model and approval thresholds.
- Transfer/exit objectives (liquidity controls, buy-sell triggers).
- Dispute resolution preference (court vs. arbitration).
- Restrictive covenant policy and enforceability constraints.
Output Structure / Process
Draft Order
- Parties, recitals, effective date, document hierarchy.
- Definitions.
- Capitalization and preemptive rights.
- Governance and voting.
- Information and inspection rights.
- Transfer restrictions and liquidity mechanisms.
- Valuation and purchase mechanics.
- Restrictive covenants and confidentiality.
- Dispute resolution.
- Exit events, change of control, IPO termination.
- General provisions.
- 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
