A workbook for practising lawyers · English law
Shareholders' Agreements
Three owners share one company, and none of them can run it alone. A listed logistics group paid £5,500,000 for 55% of Thornbury Cold Chain Limited. A family cold-storage business put in its two cold stores for 35%, and a logistics engineer paid £10,000 for 10%. You act for the 35%. Chapter by chapter you learn to read a veto list, run a deadlock, price a leaver and check a drag-along, each against the full training shareholders' agreement.
Chapter 1 is free to read now — why three owners needed a second, private document. The edition unlocks the other nine chapters, the full shareholders' agreement and the 30-question exam.
How this workbook works
No pricing models
When a Share needs a value, an independent accountant names it and the book takes it from there. Every other number is a table you can follow with a pencil: share counts, pounds, and percentages of the register. There is only one basis in this edition, because the Company has no option pool and no convertibles. Every percentage says what it is a percentage of.
Two sides to every clause
Each mechanism is introduced as something one owner argued for and another pushed back on, with the pushback stated fairly, before the text appears. Where a clause never fired, a ghost table shows what would have happened if it had.
Test yourself
Every chapter ends with an 8-question test (pass mark 6). Finish with a 30-question final exam (pass mark 24). Your progress is saved to your Solon Press profile.
The case: three owners of Thornbury Cold Chain Limited
30 April 2026, Bristol. Ferris Logistics plc, a UK-listed logistics group, pays £5,500,000 in cash for 5,500,000 A Shares. Aldous & Wren Limited, a third-generation family cold-storage business from Gloucester, puts its two cold stores into the Company for 3,500,000 B Shares. Dr Imogen Sayer, a logistics engineer, pays £10,000 for 1,000,000 C Shares and becomes Managing Director. The Company will run temperature-controlled warehousing and last-mile distribution across the South West of England and South Wales. You are a junior at Greaves Street LLP, acting for the 35%.
This workbook follows what the document does when the owners disagree. In 2027 the B Directors refuse a £2,400,000 expansion twice, a Deadlock Notice is served, and a mediation settles it at £1,600,000. In 2028 the family business is sold to a private-equity fund, and its 3,500,000 B Shares are deemed offered to Ferris at 160p each. Ferris waives, on terms. And a £24,000,000 offer is run through the drag and tag thresholds to see who can make whom sell.
The full Shareholders' Agreement is on this site: 22 clauses and six schedules, including the 14 Reserved Matters, the Deed of Adherence and the Fair Value basis. Every chapter links straight into its clauses.
The modules
Module 2
Running It Together
- 03The Board — Who appoints whom, what a quorum is for, and the casting vote that is deliberately missing✓
- 04Reserved Matters — The veto list, its thresholds, and the one word that decides whether £1,000,000 is caught✓
- 05Deadlock — The Avonmouth expansion — escalation, mediation, and the buy-sell notice nobody served✓
- 06Money — Shareholder loans, emergency equity and dilution, the dividend policy, the right to know✓
Module 3
Getting Out
- 07Transfers — Lock-in, pre-emption, permitted transferees — and what a change of control at a shareholder triggers✓
- 08Exit — Drag, tag, the sale process and a £24,000,000 offer run through the thresholds✓
- 09The Manager — Vesting, good and bad leavers, the price cliff, and twelve months of covenants✓
Module 4
The Document's Hygiene
Reference shelf
The Shareholders' Agreement
The complete training document: 22 clauses and six schedules — the register, the 14 Reserved Matters, the Deed of Adherence, the Fair Value basis, the Business Plan summary and the key Articles.
Glossary
Every term of art used in this workbook, in plain English, each linked to the clause of the agreement behind it.
Final Exam
Thirty questions across all ten chapters. Pass mark 24. Open book, like real practice.
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