Private Equity Shareholders Agreement Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Private Equity Shareholders Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Private Equity Shareholders Agreement

"Need a Private Equity Shareholders Agreement for a Series B investment round closing in March 2025, where we're taking a 35% stake in a healthcare tech company, with specific provisions for management equity incentives and anti-dilution protection."

Document background
The Private Equity Shareholders Agreement is a fundamental document in private equity transactions within the United States, typically implemented following a significant investment in a portfolio company. This agreement serves as the primary governing document for shareholder relationships, outlining critical aspects such as board composition, voting rights, share transfer restrictions, and exit mechanisms. It's essential for protecting investor interests while ensuring the company maintains operational efficiency. The agreement must comply with both federal securities laws and state-specific corporate regulations, particularly in common incorporation states like Delaware.
Suggested Sections

1. Parties: Identification of all shareholders, the company, and any other parties to the agreement

2. Background/Recitals: Context of the agreement and key background information

3. Definitions: Key terms used throughout the agreement

4. Share Capital and Ownership: Details of share classes, ownership structure, and capitalization table

5. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

6. Corporate Governance: Board composition, voting rights, and decision-making processes

7. Exit Provisions: Terms governing company sale, IPO, or other exit events

Optional Sections

1. Anti-dilution Protection: Protection mechanisms against share value dilution, typically included when investors require protection against future down rounds

2. Employee Share Scheme: Terms of employee stock options or share purchase plans, included when company has or plans to implement employee equity incentives

3. Dividend Policy: Rules governing dividend distributions, included when specific dividend arrangements are required

Suggested Schedules

1. Capitalization Table: Detailed breakdown of shareholding structure

2. Reserved Matters: List of decisions requiring special majority or investor consent

3. Tag-Along and Drag-Along Rights: Detailed procedures for exercising these rights

4. Business Plan: Company's current business plan and projections

5. Form of Deed of Adherence: Template for new shareholders joining the agreement

6. Articles of Association: Company's constitutional documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, Investment Company Act of 1940, Investment Advisers Act of 1940, and Dodd-Frank Wall Street Reform and Consumer Protection Act

State Corporate Laws: State-specific regulations governing corporate entities, particularly Delaware General Corporation Law if the entity is Delaware-incorporated, including state securities laws (Blue Sky Laws) and state LLC/Partnership laws

Tax Legislation: Internal Revenue Code, state and local tax regulations, and FATCA compliance requirements affecting private equity structures and transactions

Corporate Governance Regulations: Sarbanes-Oxley Act and relevant stock exchange rules governing corporate behavior, reporting, and transparency

Employment Laws: Employee Retirement Income Security Act (ERISA) and state employment laws affecting equity compensation and employee benefits

Antitrust Regulations: Hart-Scott-Rodino Act, Clayton Act, and Sherman Act governing competition and market concentration in private equity transactions

Foreign Investment Laws: CFIUS regulations and Foreign Corrupt Practices Act (FCPA) requirements for international investments and cross-border transactions

Industry-Specific Regulations: Sector-specific regulations applicable to particular industries such as banking, healthcare, or telecommunications

SEC Reporting Requirements: Ongoing reporting obligations and disclosure requirements under Securities and Exchange Commission regulations

Fiduciary Duties: State law requirements regarding fiduciary responsibilities of directors, officers, and controlling shareholders

Shareholder Rights Provisions: Transfer restrictions, registration rights, tag-along/drag-along rights, and other shareholder protection mechanisms

Exit Mechanisms: Legal framework for various exit strategies including IPOs, mergers, acquisitions, and buy-outs

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Stock Purchase Agreement Between Shareholders

A U.S.-governed agreement facilitating the transfer of company shares between existing shareholders, outlining terms, conditions, and protections for all parties involved.

find out more

Shareholder Control Agreement

A U.S. legal agreement governing shareholder rights, responsibilities, and relationships in a corporation.

find out more

Shareholder Agreement Closely Held Corporation

A U.S.-governed legal agreement defining rights and obligations between shareholders in a closely held corporation.

find out more

Closely Held Corporation Shareholder Agreement

A U.S.-governed agreement establishing rights and obligations between shareholders in a closely held corporation.

find out more

MOU For Shareholders Agreement

A preliminary U.S. legal document outlining intended terms for a future formal shareholders agreement.

find out more

Spousal Consent Shareholder Agreement

A US legal document obtaining spousal consent to shareholder agreement terms and share ownership arrangements.

find out more

Simple Stock Purchase Agreement Between Shareholders

A U.S.-governed agreement documenting the sale of shares between existing or new shareholders in a private company.

find out more

Cross Option Agreement Shareholder

A U.S. legal agreement establishing mutual share purchase/sale options between shareholders upon specified trigger events.

find out more

Corporation Ownership Agreement

A U.S.-governed legal agreement establishing corporate ownership structure, shareholder rights, and governance framework.

find out more

Single Shareholder Agreement

A U.S. legal agreement defining the relationship between a company and its sole shareholder, establishing rights and responsibilities under federal and state law.

find out more

Pre Emption Rights In Shareholders Agreement

US-law governed pre-emption rights agreement establishing shareholders' first right to purchase shares before third-party sales, ensuring compliance with federal and state regulations.

find out more

Shareholders Agreement Contract

A US-governed agreement establishing rights, obligations, and relationships between company shareholders, including share transfer provisions and corporate governance mechanisms.

find out more

Shareholder Indemnification Agreement

A U.S. legal agreement establishing terms for company indemnification of shareholders against specified losses and legal expenses.

find out more

Shareholder Dissolution Agreement

A U.S.-governed legal agreement that formalizes the process of corporate dissolution and outlines the terms for winding up business operations and shareholder relationships.

find out more

Shareholder Representative Agreement

A U.S.-governed agreement appointing a representative to act on behalf of shareholders, defining their authority and responsibilities.

find out more

Shareholder Confidentiality Agreement

A U.S.-governed agreement establishing confidentiality obligations between a company and its shareholders regarding sensitive business information.

find out more

Private Company Shareholder Agreement

A U.S.-governed legal agreement that defines rights and obligations between shareholders in a private company.

find out more

Company Shareholder Agreement

A U.S.-governed legal agreement defining rights and obligations between company shareholders and establishing rules for company governance.

find out more

Venture Capital Shareholders Agreement

A U.S.-governed agreement defining rights and obligations between venture capital investors and company shareholders, including key provisions for corporate governance and investor protection.

find out more

Shareholder Separation Agreement

A U.S.-governed agreement documenting the terms of a shareholder's exit from a company through share transfer or sale.

find out more

50 50 Shareholder Agreement

A U.S.-governed agreement establishing rights and obligations between two equal shareholders in a company.

find out more

Shareholder Operating Agreement

A U.S.-governed legal document that establishes the operating framework between shareholders and defines company management structure.

find out more

New Shareholder Agreement

A U.S.-governed legal agreement that establishes rights and obligations between company shareholders, setting rules for ownership, transfers, and corporate governance.

find out more

Directors Agreement

A U.S. legal agreement establishing the terms and conditions of a director's service on a company's board of directors, compliant with federal and state corporate laws.

find out more

Shareholder Withdrawal Agreement

A U.S. legal document that formalizes a shareholder's exit from a corporation, including terms of share transfer and continuing obligations.

find out more

Shareholder Management Agreement

A U.S.-governed agreement that establishes rights and obligations between shareholders and defines corporate governance structure.

find out more

Silent Shareholder Agreement

A U.S.-compliant agreement establishing terms for passive investment in a company without management rights.

find out more

Shareholder Termination Agreement

A U.S.-governed agreement that formalizes a shareholder's exit from a corporation, including share transfer terms and mutual releases.

find out more

Shareholder Redemption Agreement

A U.S. legal agreement governing a corporation's repurchase of its shares from existing shareholders.

find out more

Shareholder Contract

A U.S.-governed legal agreement defining rights and obligations between company shareholders and establishing corporate governance framework.

find out more

Private Equity Shareholders Agreement

A U.S.-governed agreement establishing rights and obligations between private equity investors and other shareholders in a portfolio company.

find out more

Minority Shareholder Agreement

A U.S. legal agreement establishing rights and protections for shareholders holding non-controlling interests in a corporation.

find out more

Family Business Shareholders Agreement

A U.S.-governed legal agreement that defines the rights and obligations of family members who own shares in a family business, ensuring smooth operation and succession.

find out more

Stakeholders Agreement

A U.S.-governed legal agreement defining rights and obligations between company stakeholders, including share ownership and management provisions.

find out more

Small Business Shareholder Agreement

A U.S.-governed agreement defining rights and obligations between shareholders in a small business.

find out more

Shareholders Agreement Transfer Of Shares

A U.S.-governed agreement documenting the formal transfer of company shares between shareholders, including terms, conditions, and regulatory compliance requirements.

find out more

Director Shareholder Agreement

A U.S.-governed agreement defining the rights and obligations of directors who are also shareholders in a corporation.

find out more

Proxy Shareholder Agreement

A U.S. legal document granting authority to vote shares on behalf of a shareholder, governed by federal securities laws and state corporate regulations.

find out more

LLC Shareholder Agreement

A U.S.-governed agreement that defines the rights and responsibilities of LLC members, including ownership, management, and operational procedures.

find out more

Shareholders Agreement For Private Limited Company

A U.S.-governed agreement defining rights and obligations between shareholders in a private limited company.

find out more

Shareholder Support Agreement

A U.S. legal agreement establishing shareholders' commitments to support specific corporate actions, typically in M&A contexts.

find out more

Non Compete Shareholders Agreement

A U.S. legal agreement combining shareholder rights with competitive restrictions, subject to varying state-specific non-compete laws.

find out more

Founder Shareholder Agreement

A U.S.-governed agreement establishing rights and obligations between founding shareholders of a company.

find out more

Entrusted Shareholding Agreement

A U.S. legal agreement establishing a trust arrangement where one party holds shares on behalf of another, defining their respective rights and obligations.

find out more

Partnership Shareholder Agreement

A U.S.-governed legal agreement defining rights and responsibilities between business partners who hold shares in a company.

find out more

Company Share Agreement

A U.S.-governed legal agreement that facilitates and documents the transfer of company shares between parties.

find out more

Startup Shareholder Agreement

A U.S.-governed legal agreement defining rights, obligations, and relationships between shareholders in a startup company.

find out more

Shareholder Buyout Agreement

A U.S.-governed agreement that facilitates the purchase of shares from existing shareholders by other shareholders or the company.

find out more

Employee Shareholder Agreement

A U.S. legal agreement governing employee share ownership terms and conditions in their employing company.

find out more

Shareholder Subscription Agreement

A U.S. legal agreement documenting the terms of share purchase between an investor and a corporation.

find out more

Shareholder Investment Agreement

A U.S.-governed legal agreement defining terms and conditions for company share acquisition and investor rights.

find out more

Shareholder Transfer Agreement

A U.S.-governed legal agreement documenting the transfer of company shares between parties, outlining terms, conditions, and compliance requirements.

find out more

Joint Venture And Shareholders Agreement

A U.S.-governed agreement establishing a joint venture's structure and its shareholders' rights and obligations.

find out more

Shareholder Purchase Agreement

A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties, subject to federal and state securities laws.

find out more

Shareholder Loan Agreement

A U.S.-governed agreement documenting a loan from a shareholder to their company, establishing terms and conditions while ensuring regulatory compliance.

find out more

Sales Of Shares Agreement

A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties, compliant with federal and state securities laws.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.