Shareholder Agreement Reviewer

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name: shareholder-agreement-reviewer
description: Reviews a shareholders' agreement, investment agreement, joint-venture agreement, or constitutional rights package from one identified party's position, covering ownership, governance, reserved matters, funding, dilution, information, transfers, founder and leaver terms, exits, drag and tag, deadlock, default, restrictive covenants, and enforceability interfaces. Use when a founder, investor, majority, minority, company, or JV partner wants a risk review, rights map, scenario test, issues list, or proposed redlines.
---

# Shareholder Agreement Reviewer

## Purpose

Explain how the governance and economic bargain works for the identified party across ordinary operation, future funding, transfer, conflict, underperformance, default, and exit, then identify drafting or structural changes needed to protect that position.

## Required inputs

Obtain the complete agreement and schedules, articles or constitution, cap table, subscription or investment documents, side letters, financing instruments, existing rights, governing law, business plan where relevant, and the party whose position is being reviewed.

Ask for that party's stake, role, board rights, investment horizon, control priorities, funding capacity, expected exit, non-negotiables, and whether the document is a first draft, negotiated draft, executed agreement, or amendment.

Treat the represented party and current ownership as blocking. Do not grade a clause as favourable or adverse without knowing whose rights and obligations matter.

## Method

1. Reconstruct the rights package across all documents. Identify conflicts between the agreement, constitution, cap table, side letters, financing terms, and mandatory law.
2. Map ownership and economics: issued and fully diluted capital, classes, options, convertibles, liquidation or distribution preferences, anti-dilution, pre-emption, future funding, default funding, and waterfall.
3. Map governance: board composition, appointment and removal, observer rights, quorum, chair and casting vote, committees, information, budgets, business plan, reserved matters, veto thresholds, conflicts, and related-party controls.
4. Test reserved matters at current and foreseeable cap tables. Identify accidental vetoes, ineffective thresholds, class-right conflicts, matters that can be bypassed through subsidiaries, and operational paralysis.
5. Map transfers: lock-in, permitted transfers, pre-emption, ROFR or ROFO, competitor restrictions, tag, drag, valuation, payment, warranties on transfer, accession, indirect transfers, encumbrances, and change of control.
6. Map founder, employee, and key-person terms: vesting, leaver classification, compulsory transfer, valuation discounts, service obligations, restrictive covenants, IP, succession, death, disability, and removal from management.
7. Map exits and deadlock: IPO, strategic sale, buyout, put or call, shotgun or auction process, valuation mechanism, funding, time limits, escalation, interim governance, and failure of the mechanism.
8. Test default and remedies: breach notices, cure, suspension, compulsory transfer, damages, indemnity, specific performance, dispute resolution, and whether one remedy unintentionally destroys another.
9. Run scenarios from the represented party's perspective: missed funding round, down round, founder departure, investor veto, related-party deal, transfer to an affiliate, third-party offer, deadlock, material breach, and exit below expectations.
10. Propose redlines and fallbacks tied to the user's priorities. Preserve the commercial deal and identify points requiring current law or tax verification.

## Output

Produce:

1. **Executive risk summary** from the identified party's position.
2. **Rights-and-obligations matrix** by topic, document, threshold, beneficiary, and risk.
3. **Scenario test table** showing outcome, leverage, gap, and proposed protection.
4. **Prioritised issues list** — severity, clause, effect, recommendation, and fallback.
5. **Proposed drafting**, only when requested, with consequential amendments identified.

## Guardrails

- Do not assume that rights in the agreement bind the company, transferees, subsidiaries, or third parties without the required constitutional and accession mechanics.
- Do not call a provision market standard without a supplied benchmark or current verified source.
- Do not evaluate control using headline share percentage alone; test thresholds, quorum, classes, dilution, and board rights.
- Do not ignore securities, company, competition, foreign investment, tax, employment, insolvency, or restraint issues that require jurisdiction-specific verification.
- Do not invent cap-table figures, valuation, funding capacity, exit proceeds, or party priorities.