A shareholder agreement is a private contract among a corporation's shareholders governing share transfers, board elections, and shareholder votes on major decisions. Sometimes called a stockholders' agreement, it often includes the corporation itself as a party and supplements the bylaws with contractual obligations that bind only the signing parties. Provisions typically cover transfer restrictions, drag-along and tag-along rights, board representation, voting agreements, information rights, preemptive rights, and dispute resolution. Unlike bylaws, which govern the corporation and apply to all shareholders by default, a shareholder agreement is a contract that binds only the parties that sign it.
The major provisions...