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Shareholders’ agreement in Germany · Berlin · advising across Germany
Shareholders’ agreement in Germany
A shareholders’ agreement covers matters that articles alone may not resolve, including vesting, control, transfers and exit expectations.
Who it is for
For stakeholders sharing a goal but not the same role.
Founders, investors and active or passive shareholders need rules that reflect their respective contributions and expectations.
Investors
Investors can define protections and information rights without freezing operations.
Existing shareholders
Owners can prepare for new participants, departures and a future sale.
Advice
Private arrangements coordinated with company documents.
The agreement is aligned with the articles, management appointments and any employee participation plan.
Governance and consent
The agreement can define which matters require joint approval and where management can act.
- Focus reserved matters on material issues
- Set information and reporting rights
- Align voting with the articles
Vesting and commitment
Vesting links ownership to continued contribution and should address realistic departures.
- Choose a vesting period and cliff
- Differentiate leaver scenarios
- Plan repurchase and valuation
Exit and transfers
Sale rights and duties should work when an actual offer or departure occurs.
- Organise pre-emption and co-sale
- Coordinate drag-along and tag-along
- Consider confidentiality and competition
Contact
Preparing a shareholders’ agreement?
Describe the stakeholders, roles and main open issues. I can support the structure, drafting or negotiation.
How we work
Negotiate sensitive points early.
Commercial interests are structured, areas of tension identified and the outcome captured in a consistent agreement.
Request counselAlign interests and articles
Ownership, roles and existing articles are reviewed before drafting.
Test conflict scenarios
Voting, vesting, transfers and exit terms are examined against realistic cases.
Coordinate documents
The agreement, articles and other investment documents are finalised consistently.
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · Berlin
Profile
Legal precision meets commercial understanding.
As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.
- Former attorney at Hogan Lovells International LLP
- Two German honours examinations with a focus on commercial and corporate law
- Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
- B.Sc. Computer Science, Free University of Berlin
FAQ
Frequently asked questions
What can a shareholders’ agreement cover beyond the articles?
It can address personal duties, information, cooperation, vesting and further commercial arrangements. Both documents need to work together legally and operationally.
How should joining and leaving be addressed?
Transfer rules, accession, vesting and possible pre-emption rights can be planned in advance. They should also work during a financing or succession.
Which documents should be reviewed together?
The articles, agreement, management rules, service agreements and investment documents may all matter. Voting and reserved matters should not conflict.
Contact
Preparing a shareholders’ agreement?
Describe the stakeholders, roles and main open issues. I can support the structure, drafting or negotiation.