Businesses, their objectives, and the considerations they face are unique and dynamic, and decisions are often made within evolving information and circumstances. Our role is to provide the legal perspective and framework to assist clients in evaluating options and moving forward in a manner that aligns with their business objectives.

A USA can range from a relatively simple agreement addressing a few key matters to a more comprehensive agreement dealing with a broad range of corporate governance and shareholder issues. The appropriate terms will depend on the business, the industry, the ownership structure, and the objectives of the parties involved.

​For closely held corporations, a USA can be an effective tool to bring greater clarity and certainty to the relationship among shareholders and to place agreed restrictions or conditions on the rights, powers, and responsibilities of shareholders, directors, officers, and the corporation.

Our Unanimous Shareholders Agreement Services

We assist clients with a variety of unanimous shareholder agreement matters, including:

• negotiating, preparing, reviewing, and amending unanimous shareholder agreements
  
• advising on shareholder rights, obligations, and restrictions
  
• addressing governance and management terms
  
• restrictions on share transfers and issuance of new shares
  
• rights of first refusal, tag along rights, and drag along rights
  
• financing obligations, cash calls, and personal guarantee requirements
  
• restrictions on director and officer powers requiring shareholder approval
  
• dividend and payment provisions
  
• non-competition and non-solicitation terms
  
• dispute resolution mechanisms
  
• buy-sell provisions, including shotgun clauses and other compulsory purchase and sale mechanisms
  
• share purchase and sale provisions triggered by death, disability, divorce, bankruptcy, incapacity, retirement, termination, or a change of control of a corporate shareholder
  

Advising Closely Held Corporations

We understand that there can be both advantages and disadvantages to different USA terms, and that the right mix of provisions will depend on the particular business, industry, and parties involved. Our corporate services in this area are directed to closely held (non-distributing) corporations, and we assist clients in structuring agreements that reflect their practical and legal objectives.

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We strive to be open and straightforward about our fees with fee estimates and a variety of service and fees options, because we understand that in personal or business matters, cost can be a factor in the opportunities, challenges, milestones and transactions requiring our assistance Find out more about more fees information.

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When should a unanimous shareholder agreement be put in place

It is generally advisable to address these matters early, and preferably before or at the time ownership arrangements are established, to ensure the roles, rights, and expectations of the parties are clearly defined. Early planning can also assist with future business planning and reduce the risk of delays, complications, or issues arising from uncertainty or changes in circumstances.

Can a unanimous shareholder agreement be added after a company is formed?

Yes. These agreements can be implemented after incorporation; however, they require the agreement of all shareholders, which can be more difficult once the company is formed and operating. Where ownership or operational arrangements have already been established, this may also require revisiting or renegotiating certain terms and can be complicated by existing contractual arrangements, financing, or other obligations.

What is the purpose of a unanimous shareholder agreement

A unanimous shareholder agreement provides a framework for how a corporation operates, including governance and decision-making arrangements, and may include mechanisms to address changes in ownership or circumstances, including the transition of ownership in the event of death, incapacity, or changes in a shareholder’s involvement, and to facilitate an orderly and efficient resolution where issues arise.

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Contact us to see if we can assist you or our Lopatka Law Blog page includes some of the following legal articles:

1. ​​"Shotgun Clauses" [Compulsory Buy-Sell Terms] in Unanimous Shareholders Agreements,

and our blog covers more than just this area of the law and we post additional legal articles from time to time.

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