Protecting the interests of minority shareholders in unanimous shareholders’ agreements

By Charlie Kim, Matthew McGuigan and Sébastien Tuli ( July 25, 2025, 2:00 PM EDT) -- Minority shareholders, by virtue of their minority status, may not have the power or leverage to heavily negotiate the terms of a unanimous shareholders’ agreement (USA). To that end, USAs can impose harsh realities on minority shareholders. When negotiating USAs, minority shareholders should be mindful of this imbalance to ensure that they are protected and well-positioned relative to majority shareholders. This article seeks to provide insight into the items that shareholders should consider when entering into USAs in a minority position....