Looking for the contracts platform? It's now called legalflow.ai! Read more
Blog

Understanding Shareholder Agreements: A Guide for Founders

Learn the key terms and clauses every founder should understand before signing a shareholder agreement.

A shareholder agreement is one of the most important documents you’ll sign as a founder. Yet many founders rush through it during fundraising, focused on the headline valuation rather than the terms that will govern their company for years to come.

Why Shareholder Agreements Matter

Your shareholder agreement defines the rules of engagement between you, your co-founders, and your investors. It determines:

  • Who can make which decisions
  • What happens when founders leave
  • How future financing rounds work
  • When and how you can sell your shares

Key Terms Every Founder Should Understand

Vesting and Good Leaver/Bad Leaver

Vesting protects everyone. If a co-founder leaves after six months, should they keep 25% of the company? Probably not. Standard vesting is 4 years with a 1-year cliff.

Good leaver provisions matter when life happens—illness, family circumstances, or genuine disagreements. Bad leaver provisions protect against founders who breach their duties or compete with the company.

Board Composition and Reserved Matters

Who sits on the board? What decisions require board approval versus shareholder approval? Reserved matters can include:

  • Raising new capital
  • Hiring key executives
  • Major contracts
  • Changing the business direction

Anti-Dilution Protection

Investors often negotiate anti-dilution protection. This means if you raise money at a lower valuation later (a “down round”), their ownership percentage is protected at your expense.

Our Advice

Don’t treat the shareholder agreement as a formality. Read every clause. Ask questions. The terms you agree to today will shape your options for years.

Want to discuss your specific situation? Get in touch.

Related articles

StudioCareersBlog