Establishing terms in a shareholders’ agreement: the approach of Deminor

Deminor helps shareholders to consolidate their long-term vision of share ownership by incorporating commitments in a shareholders' agreement.

Deminor has a team of financial and legal experts with unique expertise and experience in corporate governance and shareholders' agreements.

Possible issues

  • What happens if a shareholder wants to sell his/her shares? Can these be sold to anyone? How are these shares valued?
  • What happens to a shareholder’s shares when he or she falls ill for a long time or dies?
  • What happens to the company’s profit? Reinvestment or distribution of a percentage to the shareholders?
  • Who can become a manager or a director? Are all decisions taken by simple majority?   Do certain decisions have to be submitted to the shareholders first or do the directors have all (operational) power?
  • What happens if there is a thorough discussion or argument among the directors or shareholders?  How to break the stalemate?

Possible solutions

  • Establish agreements on the transfer of shares (approval clause, tag along, drag along, good leaver, bad leaver, valuation formula)
  • Define a dividend policy
  • Establish agreements on the management of the company (right of appointment, key decisions, signature clause, mandatory advice from shareholders, internal regulations for shareholders, directors, management)
  • Define a mediation procedure

Our approach

Deminor guides you from A to Z through the complete process of establishing a shareholders’ agreement:

Step 1 Thorough analysis and overview of the existing structure and bodies, the written and oral agreements and the customs within the company
Step 2 Preparation of a questionnaire and topics to be discussed
Step 3 Individual and/or collective consultations with shareholders
Step 4 Reaching consensus on the issues at stake
Step 5 Drafting and signing of the shareholders' agreement

Our clients

  • Shareholders who want to have long-term certainty about the ownership and management of the company.
  • Executive managers and directors who strive for good relations and communication with shareholders.
  • Lawyers, accountants or consultants looking for an expert in drafting shareholders’ agreements.

Your guarantees

Deminor represents:

  • Total independence and an objective approach.
  • Strict confidentiality.
  • Acknowledged expertise and experience in corporate governance for more than 25 years.
  • Flexibility that allows us to adapt our interventions to each situation.
  • Transparent conditions described in an assignment letter.


  • An hourly rate agreed in advance.
  • The possibility to define an indicative budget for every phase of the assignment.
  • A monthly invoice with a detailed overview of the services.

Our references

In respect of the confidential nature of the files, references are only available on request.

Click here for an overview of our interventions and testimonials of our clients


Questions? Do not hesitate to contact us

Office Brussels: Tel. +32 (0)2 674 71 10

Office Ghent: Tel. +32 (0)9 283 71 10