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Shareholder governance

Sharing ownership means making explicit the contract that binds the shareholders to one another.

Shareholders can share the same capital without sharing the same horizon, the same appetite for risk, the same expectations of liquidity or the same willingness to get involved. Shareholder governance allows those differences to be discussed before they turn into power struggles.

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Shareholders means a bond based on ownership

Capital distributes rights. It also creates expectations, dependencies and responsibilities.

Shareholder governance organises how the owners of the capital are informed, are represented, take decisions, come in and go out, and manage their differences.

A percentage holding is not enough to determine who should get involved, who holds a blocking right, who needs liquidity, or what each shareholder expects of the board. These questions have to be made explicit for the capital to remain a framework for cooperation rather than a source of conflict.

The Associés en Gouvernance view
A shareholders’ agreement is not enough to clarify a shareholder relationship. It only makes sense after shared reflection on the powers, the commitments and the situations to be anticipated.

Disagreement is not always the problem. What stays unspoken often is.

  • Why, to what end — and for whom — do we want to remain shareholders together?

    Remaining a shareholder may reflect a project, a conviction, a wealth-planning logic or family loyalty. Each of these reasons calls for different rules.

  • Which rights and duties should come with which responsibilities?

    Information, voting, representation, contribution, loyalty and participation do not follow automatically from holding shares.

  • How can a shareholder come in, sell or exit?

    Liquidity rules are not an issue as long as nobody is affected. They have to be settled before the situation becomes personal.

  • How do you protect a minority without leaving the majority powerless?

    Protecting the minority does not mean piling up blocking rights, but giving lasting structure to information, representation, reserved matters and means of recourse.

  • Who decides what?

    The general meeting, the board of directors or supervisory board, executive management: when levels of power overlap, shareholders can end up running the company without being accountable for it. The board is then torn between its first duty — defending the company’s interest — and the wishes of those who appointed it, to the detriment of executive management, which is prevented from delivering a strategy the board itself approved.

  • What happens when the capital changes hands?

    Beyond the numbers, an investor coming in, a branch going out, a dilution or a transfer of shares can call into question trust, legitimacy and the relationship to decision-making.

Four areas of work.

  1. Define the shareholders’ project

    Before drafting clauses, the shareholders need to be clear about what they want to make possible together: holding, growing, selling, passing on, opening up, diversifying, distributing or reinvesting.

    We help identify what has to be shared (common convictions), what can remain individual (each person’s own expectations), and what does not require a lasting agreement — provided the rules of autonomy are clearly defined.

  2. Organise the capital and how it changes

    A capital structure has to remain compatible with the strategy, the financing needs, the succession plans and the expectations of liquidity. We work through the scenarios of entry, exit, dilution, sale or restructuring with the parties concerned.

    The point is to preserve a capacity to act, not to freeze an obsolete balance.

  3. Clarify rights, duties and protections

    Majority, minority, information, veto, pre-emption, tag-along, exclusion or contribution commitments: all of these mechanisms redistribute power and change behaviour.

    We help shareholders measure the concrete consequences of the rules, then check, with their legal advisers, that the drafting continues to serve their choices.

  4. Connect the shareholders, the board and management

    Shareholders set the framework, the board carries a collective responsibility, management runs the company. When these three levels are not properly connected, one invariably ends up taking over the role of another.

    We clarify the reserved matters, and organise the flow of information, representation on the board and the moments of dialogue between the governance bodies.

When the ownership contract meets the other governance systems.

How we work

The contract is worked out with the people before it is written between them.

We combine individual interviews, sessions between shareholders, scenarios for the distribution of power, and work alongside the legal advisers. The documents come only once the decisions are mature enough to be formalised.

  • Individually — bringing out each person’s expectations (control, liquidity, contribution, succession), which are sometimes hard to voice directly in front of the group.
  • Collectively — putting the shareholders to work on the scenarios, the disagreements and the concrete consequences of their choices.
  • In the documents — translating the decisions into the shareholders’ agreement, the articles of association, the rules and the arrangements for dialogue with the board.
Explore our bespoke support

Why Associés en Gouvernance?

People above all. Nothing replaces lived experience.

The pair brings together the relational, shareholder and entrepreneurial readings, to keep a balanced view of the engagement.

Let’s work together to build governance that lasts

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