Shareholder Agreement Review Call

Shareholder agreement review call for Irish private companies

A shareholders agreement is the document people sign once and rarely re-read — until something happens. By that point, the protections you assumed were there often are not, and the protections that are there were drafted for someone else’s situation. This 60-minute fixed-fee call is a fast, focused review of an agreement you have been asked to sign or are considering signing. We read it in advance, walk you through the high-impact clauses on the call, and give you a list of red-flag items to negotiate before signing.

What is included

• 60-minute video call with a qualified Irish solicitor.
• Pre-call review of your shareholders agreement (up to 30 pages standard; longer agreements may be quoted separately).
• Live walkthrough of the high-impact clauses: pre-emption, drag-along, tag-along, leaver provisions, transfer restrictions, deadlock, dividend policy, and any consent matters.
• Red-flag list with specific clause references — what to negotiate, what is market, what to walk away from.
• A short written summary sent within two working days for your records.

Who this is for

Founders, investors, and shareholders who have been asked to sign a shareholders agreement and want an independent review before committing. Also useful for shareholders inheriting an agreement after acquiring shares from a previous holder, who need to understand what they have signed up to.

Process and turnaround

1. Pay the fixed fee online and receive the intake form by email.
2. Send the shareholders agreement and a short note on the context (what you are signing, who else is involved).
3. We schedule the call within three working days and complete the pre-read.
4. On the call we walk through the agreement clause by clause for the high-impact items.
5. You receive the written summary within two working days of the call.

Related services

• Shareholder agreement (full bespoke draft from scratch)
• Founder shareholders agreement (founder-side bespoke)
• Minority shareholder rights advice
• Shareholder deadlock advice pack

Frequently asked questions

What clauses should I look at first in a shareholders agreement?

In order of typical impact: pre-emption rights (do new shares go to existing shareholders first), transfer restrictions (when can you sell, to whom), drag-along and tag-along (forced or protected sales on a transaction), leaver provisions (what happens to founder shares on departure), reserved matters (what decisions need shareholder consent), and dividend policy. These six together cover most of the friction in the agreement.

What is a reasonable threshold for reserved matters?

Reserved matters are decisions that require shareholder consent rather than just board approval. Common ones include changes to the constitution, issue of new shares, sale of major assets, taking on material debt, and changes to founder employment terms. The threshold is usually a defined majority (50.1 per cent or 75 per cent of the shareholders by class). The list and the threshold should match the company’s actual decision-making patterns — over-broad reserved matters paralyse the company, under-broad reserved matters leave minority shareholders unprotected.

Should I sign a shareholders agreement that has a non-compete on me?

Founder non-competes are common in Irish shareholders agreements but enforceability depends on scope (geography, duration, activity), reasonableness, and whether the founder is being paid for the restriction. A 12-month, Ireland-only, narrowly-defined non-compete tied to a fair leaver price is often enforceable and reasonable. A 5-year worldwide non-compete with no compensation is unlikely to be enforced and should be pushed back on.

Can I negotiate after signing?

Renegotiating an existing shareholders agreement requires the consent of all parties (or the threshold the agreement requires for amendment). In practice this is hard to achieve unilaterally but happens in connection with new fundraises, founder transitions, or commercial restructurings. If you are reading the agreement and discovering issues for the first time, raise them now — pre-signing leverage is much greater than post-signing leverage.

What is the difference between drag-along and tag-along?

Drag-along forces minority shareholders to sell when a defined majority sells. Tag-along gives minority shareholders the right to participate in a sale on the same terms when a major shareholder sells. Drag-along protects the buyer (clean acquisition); tag-along protects the minority (no left-behinds). Both are usually present and should be negotiated together.

How long does the call take?

The call itself is 60 minutes, structured. Most agreements have 5-8 priority issues; we cover the highest-impact ones first and pause for your questions. The pre-read takes us roughly 90 minutes for a typical agreement. Total time investment from you is 60 minutes plus reading our written summary afterwards.

What if my agreement is more than 30 pages?

We can review longer agreements but the scope and turnaround need to be agreed up-front. Investor-side agreements with extensive schedules (definitions, completion deliverables, warranty schedules) can run 80+ pages. For these, we quote a tailored fee — email us with the agreement and we will respond within one working day.

Need ongoing legal support?

If your situation is more complex than this fixed-fee scope — multiple investors, multiple share classes, contested commercial terms — we can scope a tailored engagement. Email hello@onlinelegalservices.ie with a short summary and we will respond with options.

If appropriate, the allotted time will instead be given to answering questions via email for www.onlinelegalservices.ie.