shareholder-agreement-reviewerlisted

# 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,