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Stockholders' Agreement review

Venture-style stockholders' / investors' rights agreement.

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What it checks

Drag-along provision

Stockholders' agreements in venture-backed companies should contain a drag-along to enforce sale liquidity.

Critical · GOV-033

Tag-along provision

Tag-along rights protect minority stockholders when majority sells.

Critical · GOV-034

Right of first refusal (ROFR)

ROFRs are baseline secondary-transfer control under DGCL § 202.

Critical · GOV-035

Board composition / designation rights

Stockholders' agreement should set out board designation rights.

Critical · GOV-036

Information rights for investors

Standard NVCA information-rights package (quarterly + annual financials, budget).

Warning · GOV-037

Preemptive (pro rata participation) rights

Major-investor preemptive rights to maintain ownership in future financings.

Warning · GOV-038

Protective provisions / consent rights

Preferred stockholders' consent rights over enumerated corporate actions.

Warning · GOV-039

Voting agreement / proxy

Voting commitments under DGCL § 218(c).

Critical · GOV-040

Termination upon IPO

Most provisions in a stockholders' agreement should terminate on IPO.

Warning · GOV-041

Governing law and forum

Governing-law and forum selection are baseline.

Critical · GOV-042

Every run also applies 123 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,946 checks across 286 document types.
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