What makes legaltech fundraising challenging?

The legal sector traditionally attracts less venture capital than other tech sectors, making it harder to scale operations and secure growth funding.

Who are the key investors in legaltech?

Generalist VCs with AI and SaaS focus (Andreessen Horowitz, Sequoia), strategic investors (Thomson Reuters Ventures, RELX Ventures), and specialized legaltech funds.

Can you help with strategic or corporate investors?

Yes. We structure governance and terms that balance strategic value with founder control.

Do you assist with data privacy and IP compliance?

Absolutely. We integrate GDPR, data localization, and IP protection into your fundraising structure.

What stage do you typically work with?

From seed to Series B and beyond, including hybrid or strategic co-investments.

Full Deal Execution

Closing & Drafting

Shareholders' agreement: aligning control, governance and growth

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The shareholders' agreement is where your deal becomes a partnership

It defines how decisions are made, who controls what, and how value will be shared in the future.

At dups, we draft, review, and negotiate shareholders' agreements (SHA) that balance governance, protection, and performance, ensuring your investors, founders, and management stay aligned long after closing. Our approach combines legal clarity and financial foresight, so your governance framework grows with your business, not against it.

Why the shareholders' agreement matters

The SPA closes the deal. The SHA keeps it alive.

Most disputes between shareholders come from unclear governance or poorly drafted clauses on control and exits. We make sure your agreement clarifies decision-making and voting rights, protects founders and investors fairly, anticipates future rounds or exits, and prevents deadlocks before they happen.

A well-structured SHA doesn't just prevent conflict; it builds trust and stability.

Our approach: from drafting to execution

1. Governance framework design

We start by understanding your business model and shareholder dynamics: who leads, who funds, who decides. From there, we design a clear governance structure (boards, voting thresholds, veto rights) adapted to your company's evolution.

2. Legal drafting and financial alignment

Our legal and financial teams co-draft the agreement to ensure it reflects the economic reality of your deal: share classes and rights (ordinary, preferred, convertible), voting and veto rights, dividend and liquidation preferences, information and inspection rights, and transfer restrictions (tag-along, drag-along, ROFR).

Every clause is backed by financial modeling, so you know exactly what happens in future rounds, exits, or restructurings.

3. Negotiation and redlines

We represent your position in negotiations with co-founders, investors, or acquirers. We explain trade-offs in plain language: how each clause affects control, valuation, and flexibility. Our focus: protect essentials, keep leverage, close fast.

4. Execution and post-closing alignment

Once the agreement is signed, we coordinate all related documentation: shareholder resolutions and cap table updates, share certificate issuance, filing and company registry updates, and board constitution and governance setup.

We ensure your legal structure reflects exactly what was agreed with no drift between documents and reality.

Shareholders' agreements across deal types

Fundraising (equity and convertible rounds)

Investor rights and protection clauses, governance and board composition, anti-dilution and pre-emption rights, and founder vesting and exit mechanics.

Buy-side and joint ventures

Voting and veto frameworks for strategic partners, profit distribution and management rights, exit and buy-back clauses, and deadlock resolution mechanisms.

Sell-side and company exit

Minority rollover and co-investment terms, transitional governance for acquirers, earnout and post-closing management roles, and drag/tag alignment with SPA terms.

What makes dups different

Integrated expertise: lawyers and financial analysts co-draft your SHA; governance rules, valuation models, and investor rights all align.

Balanced perspective: we've been on both sides (founders, investors, and acquirers), so we know how to bridge expectations.

Clarity over complexity: no 50-page legal jargon; every clause is written to be understood, not just enforced.

Future-proof structure: we anticipate next rounds, exits, or restructurings; your SHA won't expire with your current deal.

Deliverables you can expect

We produce complete SHA documentation tailored to your governance needs:

Shareholders' agreement drafting or review
Governance framework design (board, veto, decision rights)
Financial modeling of share classes and dilution impact
Exit and transfer mechanism design
Coordination with SPA or investment agreement
Cap table and legal documentation updates

Every deliverable is deal-specific and growth-ready.

What you get

No items found.

The SPA transfers ownership (closing). The SHA governs ownership (after closing); it defines rights, duties, and governance among shareholders.

Ideally before or alongside the closing, so governance is defined before capital or shares change hands.

All shareholders (existing and new), plus, in some cases, the company itself to acknowledge obligations.

Yes. We benchmark it against market standards, highlight red flags, and negotiate redlines that protect your control and exit flexibility.

Without one, default corporate law applies, often too rigid or incomplete for modern M&A structures. It's a risk we strongly advise against.

Related services

Share Purchase Agreement

Govern smart. Build trust.

Your shareholders' agreement defines how your company is run and how value is shared.

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