Corporate & Company Law for founders

A shareholders' agreement regulates the rights and obligations of shareholders in addition to the articles of association. While the articles describe the formal structure of the BV, the shareholders' agreement governs the arrangements between shareholders. Think of decision-making procedures, drag-along and tag-along rights, share transfer restrictions, and founder vesting. Without a proper shareholders' agreement, conflicts quickly arise — and are difficult to resolve.

A drag-along clause gives a majority of shareholders the right to require minority shareholders to sell their shares along with the majority in an acquisition. This prevents a small minority from blocking a takeover. Typical thresholds are 70–80% of the shares. The clause protects both investors and founders: investors can realize an exit, founders prevent a small shareholder from blocking the sale.

A liquidation preference is the right of an investor to be paid back first upon an exit (sale or liquidation), before ordinary shareholders. A 1x non-participating liquidation preference means the investor gets their investment back before other shareholders receive anything. Participating liquidation preferences are unfavorable for founders: the investor then gets their preferred return AND shares in the remainder of the proceeds. Legalloyd always starts from founder-friendly positions and critically advises on these provisions.

As a founder, you can protect yourself in an exit via: (1) founder vesting with acceleration clauses upon exit, (2) careful consideration of drag-along thresholds, (3) anti-dilution provisions protecting your percentage in down-rounds, (4) protective provisions giving you veto rights on certain decisions. Sjors Dobbelaar has guided more than 100 financing rounds and advises founders daily on these structures.