Ownership & Governance
Ownership and governance architecture, shareholder agreements and mechanisms that protect investors and shareholders.
Who owns, who decides and what happens when owners disagree: these questions shape the value of a business. We design ownership and governance arrangements that give investors and shareholders clarity and control.
The result is a set of documents and rules that work in practice: decision-making, reserved matters, transfers of shares and exit, aligned across the jurisdictions of the group.
What we advise on
- Shareholder and investment agreements
- Governance models: boards, reserved matters and decision-making
- Protection of minority and majority shareholders
- Share transfers, pre-emption, drag-along and tag-along rights
- Deadlock and exit mechanisms
- Family and founder ownership arrangements
Typical situations
- An investor is entering a company and needs protection of their position
- Partners want to agree the rules before a conflict arises
- A founder-led business is preparing for new shareholders or a new generation
- Decision-making across the group has become slow or unclear
Our approach
Good governance is agreed while interests are aligned, not after they diverge.
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Map interests
We identify the owners, their interests and where they may diverge.
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Design
We propose the ownership and governance model and the key protective mechanisms.
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Document
We draft the shareholder agreement and the constitutional documents.
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Align
We check that the rules are consistent across the entities and jurisdictions of the group.
What you receive
- An ownership and governance model
- A shareholder or investment agreement
- Consistent constitutional documents across the group
- A clear map of decision-making and reserved matters
Frequently asked questions
When should a shareholder agreement be signed?
Ideally before or at the moment a new shareholder joins. The rules are easier to agree while interests are aligned.
Can governance be changed in an existing company?
Yes. We review the current documents and propose changes that the shareholders can adopt under the applicable law.
Whom do you advise: a shareholder or the company?
We agree this at the start of each engagement and set it out in the written consultancy agreement.
Discuss your project
Tell us about the transaction, structure or dispute you are considering and the jurisdictions involved. We will suggest a suitable format of engagement and the next steps.
- Phone +971 54 781 5305
- E-mail info@msaco.org