Corporate protection and shareholder relations
We help shareholders structure and protect their relationships — from shareholders' agreements (SHA), decision-making rules and exit mechanisms to dispute resolution, exclusions and the protection of minority and majority interests.
A shareholders' agreement regulates matters not fully covered by the articles of association — entry and exit, transfers of ownership interests, voting rights and deadlock resolution. We draft these agreements and represent shareholders in disputes between them.
The greatest value in a company is often lost in disputes between the very people who built it. Relations between shareholders — who decides, how profits are shared, how someone joins or leaves, and what happens in the event of disagreement — are better settled in advance, in a shareholders' agreement, than afterwards in court. Our task is to set these relations out clearly and in balance and, once a dispute has arisen, to protect the client's position with the least possible harm to the company.
Five situations in which it is worth getting in touch.
- You are setting up a limited liability company with several shareholders and want clear rules on decision-making, profit distribution and exit.
- An investor or a new partner is joining the company and you need a shareholders' agreement (SHA).
- A disagreement, a decision-making deadlock or a dispute has arisen between shareholders.
- An exit or exclusion of a shareholder, or the buy-out of an ownership interest, is being prepared.
- You are a minority shareholder who believes their rights are being infringed, or a majority shareholder protecting the company.
From rules to resolution.
Shareholders' agreement (SHA)
We draft or review the shareholders' agreement: voting, appointments, profit distribution, non-competition and deadlock resolution.
Rules on the transfer of ownership interests
Pre-emption rights, consents, buy-out mechanisms on a shareholder's departure (good leaver / bad leaver), and protection against the unwanted entry of third parties.
Shareholder exit and exclusion
The legal implementation, valuation and buy-out of the ownership interest.
Corporate governance
Aligning the articles of association, shareholder resolutions and the powers of management.
Protecting minority and majority shareholders
Enforcing information rights, challenging resolutions and preventing prejudice.
Resolving shareholder disputes
Negotiation, mediation or representation in court or arbitration proceedings.
Relations settled in advance protect value.
Shareholder disputes rarely stay personal; they quickly affect operations, financing and the company's value. Without a clear shareholders' agreement, disagreements are resolved by the statutory defaults, which often do not match what the founders actually agreed. Rules and mechanisms for exit or deadlock settled in advance reduce the risk that internal conflict will paralyse the company.
Good rules between shareholders are written down before they are needed.
Domen Krištof
He leads the firm's corporate law practice and advises on shareholders' agreements, corporate governance, transfers of ownership interests and shareholder disputes — both proactively, when structuring shareholder arrangements, and in representing clients once disputes arise.
View profile →Shareholders and corporate protection: frequently asked questions
What is a shareholders' agreement and why do we need one?
A shareholders' agreement (SHA) sets out how the company is run: voting, profit distribution, entry and exit, and deadlock resolution. It governs matters that are often not fully addressed in the articles of association and helps prevent many future disputes.
How does a shareholders' agreement differ from the articles of association?
The articles of association are the founding instrument of a limited liability company, with its basic elements. A shareholders' agreement (SHA) is a separate, more detailed agreement on the relations between shareholders and on governance. They are two different documents.
How does a shareholder's exit or exclusion work?
An exit may be contractual or judicial (on justified grounds), while exclusion is a measure of last resort in the event of breaches. In both cases the shareholder is, as a rule, entitled to a buy-out at the assessed value of their ownership interest.
We are in a deadlock — what can we do?
First we check what the shareholders' agreement provides. If there is no mechanism, we weigh the options — from negotiation and mediation to judicial remedies. The aim is resolution with the least possible harm to the company.
What happens to a business share on a shareholder's death?
Without arrangements, the share passes under inheritance law, which can bring unexpected co-owners into the company. A shareholders' agreement can set pre-emption rights or a buy-out of the share in advance, within the limits of the law.
Related insights
The shareholders' agreement (SHA): why you need one
What a shareholders' agreement governs, how it differs from the articles of association, and which clauses prevent later disputes between shareholders.
Read more →Shareholder exit and exclusion: rights and procedure
When a shareholder may exit and when they can be excluded, how the value of the interest is determined, and the role of the shareholders' agreement.
Read more →