Advanced Shareholders’ Agreements: Drafting for Deadlock, Exit & Value Protection

Introduction

Shareholders’ agreements prove their worth when relationships break down - yet deadlock, exit and valuation provisions are often the least tested and most litigated parts of the document.

This session examines advanced drafting and negotiation of deadlock resolution mechanisms, exit rights and value protection provisions and how the courts are interpreting them in practice.

Designed for experienced corporate and commercial lawyers who regularly draft, review or negotiate shareholders’ agreements and articles of association, this webinar assumes a sound working knowledge of the underlying principles and focuses on complex drafting choices, the interplay with the statutory framework and how to protect value and avoid disputes when the business - or the relationship - changes.

What You Will Learn

This webinar will cover the following:

• Framework: interaction between the shareholders’ agreement, Articles of Association and the Companies Act 2006 - enforceability, entrenchment and which document should carry which right
• Deadlock: identifying board and shareholder deadlock and the resolution toolkit
• Deadlock exit mechanisms: Russian roulette, Texas shoot-out, sealed-bid and put/call options - how they operate and tactical risks
• Exit rights: drag-along and tag-along rights, pre-emption, rights of first refusal/offer, permitted transfers and exit co-operation obligations
• Leaver provisions: good and bad leaver definitions, compulsory transfers, vesting and the penalty rule after Cavendish v Makdessi, with recent guidance in Syspal Capital Ltd v Truman
• Valuation and value protection: fair value versus market value, minority discounts, expert determination and challenging valuations
• When agreements fail: unfair prejudice petitions under s.994 Companies Act 2006, just and equitable winding up and the Privy Council’s guidance in Chu v Lau
• Emerging trends: lessons from the BVCA’s 2025 model documents, sanctions and National Security and Investment Act transfer restrictions and drafting for founder-led and private equity-backed businesses