Free field guide
The Shareholder
Agreement
Field Guide.
21 clauses to fight for and against — with sample language. The checklist a burned founder would have insisted on.
Go dig up the shareholder agreement you signed when you started the company. There are clauses in there that decide your entire outcome if the company ever matters — and you probably never read them. This is the checklist: 11 clauses to fight out, 10 to fight for, with sample language, and the short list a burned founder would have insisted on. Free. One email.
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What's inside
21 clauses. 4 pages.
Part One — 11 clauses that should NOT be in your agreement
- 1.Drag-along with no price floor
- 2.Broad 'bad leaver' definition
- 3.Asymmetric supermajority
- 4.Unilateral valuation for repurchase
- 5.Unlimited non-compete with no carve-outs
- 6.Forced transfer of vested shares
- 7.No death-transfer process
- 8.No divorce / marital-property treatment
- 9.One-party arbitrator selection
- 10.Majority-only amendment
- 11.Family-transfer with no governance strings
Part Two — 10 clauses that SHOULD be in it
- 1.Tag-along with matching terms
- 2.Double-trigger acceleration
- 3.Pre-emptive rights
- 4.Board seat tied to ownership threshold
- 5.Unconditional information rights
- 6.Related-party consent rights
- 7.Deadlock resolution with timeframes
- 8.'Good Reason' incl. constructive dismissal
- 9.QSBS maintenance obligations
- 10.Specific non-compete carve-out schedule
Legal disclaimer
This guide is not legal advice. The sample language is illustrative only and should not be copied, adapted, or used without review by a licensed attorney barred in your jurisdiction who represents you personally — not your company. Every agreement is different. Every state is different. Get your own lawyer.
Want the long version?
The essay this field guide came from has the full reasoning, the stories, and the way each clause actually plays out in practice.
Read “The Shareholder Agreement Nobody Reads” →