Shareholder agreement and non-shareholder clauses
Drafting and reviewing partners' and shareholders' agreements: voting, tag along, drag along, buy-sell and deadlock resolution. In person at Avenida Paulista or remotely.
5,0 · 18 Google reviewsThe articles of organization say what the company is; the shareholder agreement says how the partners relate to each other — voting, management, deadlock resolution and exit rules (Law 6.404/1976, art. 118; CC). It is the document that prevents paralysis and defines, before the crisis, how to leave the company — and for how much.
What the shareholder agreement must resolve.
- Voting rights and governanceDecision quorums, reserved matters, board and management — who decides what and how deadlock resolves.
- Exit rules (buy-sell)Purchase and sale options between partners, right of first refusal, shotgun and the triggers that set off each mechanism.
- Tag along and drag alongMinority protection on a sale (tag along) and the obligation to join the sale (drag along) — the mechanisms that organize a joint exit.
- Non-compete and confidentialityPartners' obligations during and after the company: not competing, not soliciting and not using information.
- Deadlock resolutionA tie on a reserved matter: mediation, arbitration, a casting vote or a forced-exit mechanism — the design that prevents paralysis.
- Pre-agreed withdrawal and exclusionExit and exclusion scenarios and criteria agreed before the conflict — coordinated with withdrawal and exclusion.
- Review of an existing agreementThe agreement that did not foresee the current crisis: review and amendment for the reality that emerged.
A good agreement is the one never needed — because it already decided.
The articles define the company; the shareholder agreement defines what happens when partners disagree. Qualified quorums for critical matters, tie-breaking mechanisms, exit rules with predetermined pricing — each clause is a crisis that does not become litigation.
Exit rules are the heart of the agreement: a purchase option with formula pricing, the remaining partner's right of first refusal, tag along for the minority on a control sale and shotgun for terminal deadlock. The pricing criterion — book value, EBITDA multiple, third-party appraisal — is what decides who leaves and who keeps the company.
Deadlock deserves its own clause: when 50/50 partners disagree on a reserved matter, the company paralyzes. The exit can be a chairman's casting vote, stepped mediation, arbitration or a cross-purchase mechanism — what matters is that a defined path exists before the disagreement does.
The agreement does not replace the articles — it complements them: structure stays in the articles, partner relations stay in the agreement. When the dispute becomes litigation, the corporate disputes and dissolution pages cover the judicial route.
How we run the case.
- Map the structure and risksOwnership, each partner's role, sensitive matters and divergence scenarios.
- Design governance and exitQuorums, management, exit mechanisms and pricing criteria.
- Draft the agreementComplete clauses, consistent with the articles and enforceable.
- Review when the company changesNew partner, changed ownership or crisis — the agreement follows.
What to bring to the first conversation.
Documents that speed up the review
The articles of organization and the partners' decision history are the basis of the agreement's design.
- Articles of organization and amendments
- Existing shareholder agreement, if any
- Minutes of relevant meetings and decisions
- List of ownership interests and roles
- Balance sheets and statements
- Documents of sensitive operations
- Already-identified points of divergence
- Each partner's expectations
Case review and a written proposal before any step is taken. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleTranslations of real client reviews published on Google.
Who leads this area.
Partner responsible for the corporate practice (OAB/SP 344.334). Postgraduate in Corporate Law (FGV), he works on company formation and restructuring, shareholder agreements, contracts and succession planning. Member of AASP and AIPLA. Fluent in English.
Meet Renato FalchetCommon questions.
Is a shareholder agreement mandatory?
No — but it is the document that prevents paralysis. The articles regulate structure; the agreement regulates partner relations: voting, exit, deadlock and non-compete. Companies with two or more significant partners benefit from having one.
What are tag along and drag along?
Tag along: the minority's right to sell alongside when the controller sells — on the same terms. Drag along: the minority's obligation to join the sale the controller negotiates — so the buyer gets 100%. The two mechanisms organize a joint exit.
How to resolve deadlock between 50/50 partners?
The agreement should provide the mechanism before the deadlock: casting vote, mediation, arbitration or shotgun (a purchase offer that forces the other to sell or buy). Without a clause, deadlock can lead to judicial dissolution.
Does the agreement override the articles?
They are complementary, but hierarchy matters: the articles regulate structure and bind third parties; the agreement regulates relations among its signatories. Contradictory clauses generate litigation — consistency between the two is essential.
Can I include an exit rule with fixed pricing?
Yes — and it is the recommended design: purchase option with formula pricing (book value, multiple, third-party appraisal), right of first refusal and defined triggers. Predetermined pricing eliminates the valuation fight at exit.
Can the agreement stop a partner from opening a competitor?
It can — a non-compete clause with defined scope, territory and term is valid and enforceable. Without it, the partner may compete subject only to the narrower statutory prohibitions.
Does the company have rules for disagreement — or only for agreement?
Send the articles and the visible points of divergence: we design the shareholder agreement or revise the existing one, with a written proposal.