Governance and Shareholder Agreements

Governance documents are the rules the business operates under. Most companies have them. Fewer have ones that actually work, that reflect how the business is really run, that address the scenarios that actually arise, and that hold up when a dispute reaches a lawyer’s desk or a courtroom.

The operating agreement or shareholder agreement is the most important internal document a business will ever have. It answers the questions that matter most when things get difficult: Who has decision-making authority, and over what? How are distributions allocated and when? What happens if an owner wants to sell? What if an owner dies, becomes disabled, or is forced out? What if the owners simply can’t agree? What vote is required for major decisions, bringing on investors, selling the business, taking on significant debt? These provisions seem theoretical at formation. When they become relevant, they become everything.

Most governance disputes Victoria has seen over her career, both in the General Counsel seat and as outside counsel, had the same root cause: documents that were too thin, too generic, or that hadn’t been updated as the business evolved. The partners who built the company together had simply never had the hard conversation about what would happen if things changed. By the time they needed the answer, the relationship was already damaged.

Victoria drafts and reviews operating agreements, corporate bylaws, shareholder agreements, and buy-sell agreements for Georgia businesses. She approaches these documents the way someone who has had to use them approaches drafting them, with attention to the provisions that get tested rather than the ones that never come up.

For businesses with existing governance documents that haven’t been reviewed recently, a review is often worth the time, especially after a change in ownership, a new partner, or a significant shift in the business.