Shareholders Agreement: established business multiple investors

Shareholders agreement following the investment in an established business by multiple investors under a separate subscription agreement.  The agreement acts as the shareholders agreement between the investors and the founders of the company post-investment.

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When do I use this document?

What are the key features?

  • full form shareholders agreement 
  • 27 clauses and 4 schedules over 30 pages
  • investor rights: exercisable by a majority of the investors 
  • directors:
    • investor director: investors’ entitlement to appoint a director
    • other directors: the founder shareholder(s) rights to appoint a director
  • board proceedings: how proceedings of the board will be conducted 
  • information rights: rights to information for the investors and other shareholders about the company and its finances
  • future share issues: pre-emption rights on the issue of new shares
  • share transfers: rules governing the transfer of shares, including:
    • pre-emption rights on share transfers
    • compulsory transfer events, including founder good and bad leaver clauses
    • tag-along and drag-along rights
  • reserved matters: matters requiring prior approval from the investors (acting by investor majority) and other shareholders
  • restrictive covenants: restrictions on the founders from competing with the company and soliciting the company’s customers, suppliers and employees

What other documents are available?

For a combined Investment & Shareholders Agreement for an established business with multiple investors, see

For a standalone Shareholders Agreement for an established business with a single investor, see

  For standalone Shareholders Agreements for start-up business, see

When do I use this document?

  • for a share sale transaction
  • where confidential information about the target company will be disclosed to a potential buyer
  • for a longer form NDA with strong legal protections for the seller and target company

What are the key features?

  • 17 clauses over 9 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information 
  • circumstances permitting compulsory disclosure 
  • procedure for returning Confidential Information to the seller 
  • prohibition on the buyer poaching the target company’s employees
  • contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
  • duration of agreement

What else do I need to know?

It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.

    • non-solicitation covenants
    • a contractual indemnity for breach of the confidentiality obligations
    • the duration of the agreement

The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.

What other docs are available?

For a shorter form of confidentiality agreement for a company sale transaction, see

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/07/2025

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