Brief Introduction to Shareholders’ Agreement (SHA)

Functions of SHA

SHA’s key word is “control”.  After a VC/PE investment is made, investors will typically become minority shareholders of the portfolio company and do not have control over the operation and management of the portfolio company. The default rules of company laws are that a simple majority of shareholders elect a board of directors, and the board of directors hire the management. A simple majority of the directors will make most of the company’s major decisions, which will be executed by management. A small number of very major matters also require the approval of a simple majority of the shareholders. A very small number of fundamental matters also require the approval of a super-majority of the shareholders (typically 2/3). It is obvious that as minority shareholders who do not control operation, investors will have very limited protection under company laws.  Therefore, it is necessary for the investors to obtain additional contractual protection to impose a certain degree of influence on the company’s decision-making process,  its shareholder structure and exit of their investment. It should be note that the contractual “control” of the investors is generally not the power to pushing through a decision, but rather the right to participate in the decision making process and, in some case, to veto.

Structure of SHA

The main components of SHA include:

Corporate Governance (OS Form SHA Section 2 Corporate Governance)

The corporate governance section provides  for the investor’s influence over the company’s major decisions, including;

  • Appointment of Director

Investors typically have the right to appoint one or more directors. Since the board of directors is the company’s most important decision-making body, the right to appoint directors gives investors the opportunity to participate in the company’s decision-making process through the director appointed by them.  Investors may also request the right to appoint non-voting board observers.

  • Veto Right over Specified Major Decisions

SHA often provides that certain major decisions require the prior consent of the investors, that is, the investors are given the right to veto these decisions. The scope and number of such specified major decision are generally determined by negotiation between the parties based on the company’s situation.  The veto right can be set at the shareholder level, which will require the investors holding certain percentage of the preferred shares to consent.  In counting toward the required investor majority, different series of preferred shares  can be calculated either together or separately.  The veto right can also be set at the director level, which will require the consent of all or some of the directors appointed by investors.

The setting of the shareholding percentage for veto rights need to take into account of the company’s shareholding structure, and often involves negotiation between the company (and its controlling shareholder) and the investors, as well as among the investors. For example, if the required majority of preferred shares is set at 60%, any shareholder holding more than 40% of preferred shares will have the ability to veto any specified major decision that it does not agree with.  Any major investor, of course, will like it (and ideally only it has the veto power, while smaller investor who does not have sufficient shares to have independent veto power, will like to be the critical minority who can determine the outcome when there is a split of opinions between major investors.  The company (and its controlling shareholder), on the other hand, will not like to have the veto power concentrated in the hands of a single investor, nor will it like to have too many investors holding veto power so as not to create an undue burden on the efficiency of decision-making.

  • Information Right

In order to participate meaningfully in the company’s decision making process, the investors need to be able to understand its basic conditions.  SHA typically provides that the company is obligated to provide investors with the its financial statements and its budget and business plan, within a reasonable period of time.  SHA also often provides that investors have the right to visit the company’s office and discuss with its management and external consultants.

Share Issuance and Transfer (OS Form SHA Section 3 Share Issuance and Transfer)

The share issuance and transfer section provides investors with a set of rights to have certain degree of controls over the company’s shareholding structure, including:

  • Preemptive Right

When the company intends to issue new shares, exiting investors have the preemptive right to purchase their pro rata portions of the new shares.

  • Transfer Restriction (Lock-up)

In order to maintain the founder’s shareholding in the company, it is often agreed that the founder may not transfer its shares without the consent of the investors before the company’s IPO.

  • Right of First Refusal

When a founder intends to transfer the shares, the investors have the right of first refusal to purchase their pro rata portion of the shares to be transferred.

  • Co-Sale Right

If an investor does not exercise the above-mentioned right of first refusal, it can elect to participate proportionately in the founder’s sale

Rights Relating to Distribution (OS SHA Section 4 Rights Relating to Distribution)

The SHA often provides for a set of investor rights relating to the exit of their investment, including:

  • Liquidation Preference

Liquidation preference describes when the company is liquidated, or more importantly, when there is a trade sale of the company, how the proceeds will be distributed among the shareholders. 

In a liquidation or trade sale, the proceeds will be distributed to the shareholders in the order of seniority of each series or class of shares, and each series of preferred shares will receive an preference amount equal to the issue price of such preferred shares (sometimes, plus a percentage of the issued price or an interest component accrued on the issue price), and, after all preference amount is paid out, the remaining asset will be distributed among the shareholders according to their shareholding percentages.  The seniority order is usually that preferred shares are senior to ordinary shares, and series of preferred shares issued in a later round of investment (typically with higher issued price) ranks senior to series of preferred shares issued in an early round of investment.

There are two types of liquidation preference – participating and non-participating. The difference between those two lies in the scope of shareholders participating in the pro rata distribution of the remaining assets to the shareholders according to their shareholding percentage after all preference amounts have been paid out to preferred shareholders.  In a participating liquidation preference, all shareholders would participate in the pro rata distribution, which means the preferred shareholders will receive both preference amount and the pro rata distribution.  In a non-participating liquidation preference, only ordinary shareholders would participate in the pro rata distribution.  Because preferred shareholders can always convert their preferred shares into ordinary shares,  non-participating liquidation preference effectively means that preferred shareholders would receive the higher of the preference amount and the pro rata distribution.

  • Redemption Right

In some deals, the company will grant the investors redemption right to request the company to redeem their preferred shares if the company fails to complete a qualified IPO within a certain period at a pre-determined price (typically the investment cost plus interest). 

Investors should have reasonable expectations of redemption right.  On paper, the redemption right guarantees investors an exit path other than the IPO and trade sale.  However, if the company cannot complete an IPO or a trade sale after several years, it may be in a tough situation and not have sufficient cash to pay the redemption price.  Some people commented that “redemption right is most useless when it is most needed.”  Although the redemption right provision may not be implemented as drafted, it still give investors a powerful negotiation leverage to restructure underperforming investments.

  • Dividend Right

The company may pay dividends on a class of shares only if it has paid at least the same dividends on shares rank senior to such class of shares.  In some cases, preferred shares are entitled to non-cumulative dividend calculated at an agreed annual interest.  However, non-cumulative dividends are different from creditors’ right, and will be paid out only when the company’s board of director decides to declared for the current year.  Dividends not declared in previous years are not cumulative. 

  • Drag-Along Right

Trade sale is the most important exit pathway other than IPO. In a trade sale, the potential buyer will want to acquire all or a controlling stake of the company’s shares.  In some deals, the SHA will provide that if all shareholders are obligated to approve/ participate in a qualified trade sale that meets certain requirements.  Those requirements can be approval by certain group of investors and/or minimum sale price.

Founder Undertakings (OS Form SHA Section 5 Founder Undertakings)

Founders’ service is a very important part of the company’s value proposition. The founder undertaking section sets forth several undertakings by the founders, including:

  • Restricted shares

In order to incentivize the founders to continue to serve the company, especially in early stage, the shares owned by the founders are designated as restricted shares which will vest in installments over a period of time (typically 4 years).  If a founder leaves the company before the expiration of the vesting period, then his/her unvested shares will be forfeited.

  • Time Commitment

The founders promise to devote all of his business time to work for the company.

  • Non-competition

The founders promise not to get involved in any business that competes with the company.

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