Fifty-fifty ownership feels fair until the first real disagreement.
An eight-page tool for Ontario co-founders deciding how decisions get made in a closely-held corporation. Three negotiable terms, sample clause language for each, deadlock math, and five questions to ask before you sign.
What is inside
- 01A signed note from Damaris.Why DRG built this checklist and how to use it before the first deadlock.
- 02What a silent agreement looks like.Five short omissions that decide whether the corporation is governable or stuck the first time you disagree.
- 03What a real governance clause looks like.Tiered decisions, defined deadlock resolution, working buy-sell. Five fixes called out.
- 04Three negotiable terms with sample clause language.Decision rights tiers, deadlock resolution, exit mechanism. Each with a checklist and the exact phrasing to ask for.
- 05Cost-of-deadlock math and five questions.Put a number on six to eighteen months of stalled decisions. Five questions to ask any lawyer reviewing the agreement.
Damaris will show it on the next page.
No charge. The checklist opens on screen as soon as you submit.
Most shareholders agreements are silent on the questions that actually matter.
Equal voting rights. Majority vote. Two-director board. Commercially reasonable efforts to resolve. Unanimous consent to amend. These phrases sound protective. They produce deadlocks.
This checklist puts real governance language in front of you. Tiered decision rights, a real deadlock mechanism, an exit valve. The four questions you cannot afford to leave unanswered.
Fifty-fifty ownership feels fair until the first real disagreement. The shareholders agreement is the document that decides whether equal ownership produces a partnership or a deadlock. Most agreements get this wrong by being silent on the questions that matter. This checklist puts the four questions in front of you, with the actual mechanisms that resolve them, so you can decide before there is a problem, not during one.
DRG Law Professional Corporation