Lawrence Stephens

Partnership and Shareholders’ Agreements

We work with partnerships and small to medium-sized companies in drawing up comprehensive agreements that are tailored to their unique requirements.

Partnership Agreements

Some partners fail to make an agreement in the early days of their partnership.  It is recommended to put an agreement in place as soon as possible to ensure that each partner understands their obligations and the limits of their powers.  We can work with clients to draw up bespoke partnership agreements and advise on the type of partnership, including limited liability partnerships.

Key clauses in a partnership agreement include:
  • How a meeting can be called
  • How a new partner can be added
  • How a partner can be removed
  • How a partner can leave
  • How disputes will be resolved
  • How many partners need to agree on a decision
  • How profits, losses and liabilities will be shared
  • Non-compete clauses
  • Ownership of partnership assets
  • What hours will be worked
  • What salaries will be paid
  • Who will make decisions, including authorising borrowing
Shareholders’ Agreements

Shareholders’ agreements give company shareholders the rights to limit company directors from taking certain actions and greater autonomy in significant decision-making.  A balanced agreement ensures that shareholders feel they can protect the company’s interests where necessary, but also gives directors enough flexibility to grow the business.

We work with clients to draw up bespoke shareholders’ agreements that suit the needs of their company.

Key clauses in a shareholders’ agreement include:
  • Deadlock provisions
  • Drag-along and tag-along provisions
  • Good leaver and bad leaver provisions
  • How disputes will be resolved
  • How one shareholder can buy the holding of another shareholder
  • Issues on which shareholders can vote
  • Non-compete clauses
  • Pre-emption provisions
  • Prevention of the sale of shares as soon as they have been issued
  • The right to subscribe for a new issue of shares
  • The right to veto the issuing of new shares
  • The rights given to shareholders