Stockholders Agreement (Two-Party)

by Practical Law Corporate & Securities

A Standard Document for a two-party stockholders agreement between a majority and a minority stockholder of a Delaware corporation. This Standard Document establishes key rights and obligations concerning the stockholders' investment and corporate governance. It details provisions for the management and operation of the company, including board of directors composition and how ownership levels determine director designation rights. The agreement outlines significant minority stockholder protections through supermajority voting requirements for specified corporate actions. It also provides a detailed mechanism for resolving a board deadlock, which includes put and call rights. This Standard Document addresses transfer restrictions on company stock, outlining procedures for a right of first refusal (ROFR), drag-along rights, and tag-along rights. Furthermore, it sets forth provisions on preemptive rights for new security issuances, non-compete covenants, confidentiality obligations, and information rights.