Shareholders' Agreement

For the first time, The Galion Project is publishing with the Bonnier Saint-Félix law firm a complete Shareholders' Agreement template, designed in the same spirit as the Term Sheet: balanced, annotated, open source. 

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The Galion Shareholders' Agreement is a Shareholders' Agreement template intended for Seed and Series A startups. Designed with the Bonnier Saint-Félix law firm, it includes the main clauses encountered during a fundraising round: governance, founder vesting, liquidation preference, tag-along, drag-along, anti-dilution (ratchet), information rights, and exit mechanisms. Annotated clause by clause, it allows entrepreneurs to better understand market standards before negotiating their Shareholders' Agreement.

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What you download

The Galion Shareholders' Agreement is available in two versions:

• The agreement, directly usable as a Word document, ready to serve as a basis for negotiation, with sections to be completed corresponding to the parameters to be negotiated for each transaction.
• An annotated version, formatted to help understand crucial points: important clauses are explained, structuring choices are identified, and our recommendations are provided to ensure balance and serve the company's best interests.
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What is the difference between a Term Sheet and a Shareholders' Agreement?

The Term Sheet summarizes the terms of an investment. It is generally non-binding. It establishes the main balances: valuation, preferential rights, governance. It's the promise.

The Shareholders' Agreement, on the other hand, formalizes these principles into a contract. It comes into effect at closing and governs the rights and obligations of all shareholders for the entire life of the company. It's the source code.

A misunderstood clause in the agreement can carry much more weight than a valuation point gained during Term Sheet negotiations. This template was designed to make this section readable, so you don't have to discover it at the wrong time.

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What are the essential clauses of a Shareholders' Agreement?

The document specifically covers:

• governance and the operation of the Board;
• simple and qualified majorities;
• founder exit mechanisms (vesting and leaver);
• co-sale rights (Tag Along);
• forced sale mechanisms (Drag Along);
• liquidation preference;
• anti-dilution protections (Ratchet);
• information and pro-rata rights.

The most crucial clauses are accompanied by comments that explain their logic, how they work, and their key considerations.

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Does this document replace a lawyer?

This template is not intended to replace lawyers. It was designed to help you work better with them.

The goal is to help you ask the right questions, identify key negotiation points, and differentiate between market standards and specific requests.

Each transaction has its own economic, legal, and strategic parameters. The bracketed elements must be adapted to your specific situation, and the entire document should be reviewed with your advisors.

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Why is Le Galion publishing this document as open source?

Since its inception, The Galion Project has leveraged the collective intelligence of entrepreneurs to produce valuable resources for the ecosystem.

Like the Galion Term Sheet before it, this template aims to democratize access to best practices and contribute to a more transparent funding environment for founders.

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We designed this template as a working tool to help you better understand what you're signing, ask the right questions, and avoid costly misunderstandings years down the line.

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<span class="text-color-beige-dark">A big thank you to the Bonnier Saint-Félix teams for their expertise, insights, and essential contribution to this collective effort benefiting founders.</span>

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About Bonnier Saint Félix

BONNIER SAINT-FÉLIX is a multidisciplinary Parisian business law firm dedicated to entrepreneurs, executives, investors, and creators. 

Its Corporate / Tax division specifically supports innovative companies at every stage of their development: governance, fundraising, structuring, management packages, M&A, and exit. 

Recognized for their agility and resolutely business-oriented approach, its teams act as true strategic partners for founders and investors, with a deep understanding of market practices and a constant objective: to secure growth without hindering ambition.

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