Most Ontario founders skip the same three clauses in a shareholder agreement.
An eight-page negotiation tool for Ontario founders deciding how an exit gets priced, how a deadlock gets broken, and what a buy-sell clause actually forces. Three negotiable clauses, sample clause language for each, dispute-cost 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 a disagreement forces the question.
- 02What an unpaired shotgun clause forces.Five short terms that decide whether the mechanism is fair or a forced sale, marked and explained.
- 03What a paired mechanism looks like.A financing window, an appraisal alternative, and a mediation step. Five fixes called out.
- 04Three clauses with sample clause language.Buy-sell (shotgun), deadlock-breaking mechanism, agreed valuation method. Each with a checklist and the exact phrasing to ask for.
- 05Dispute-cost math and five questions.Put a number on a contested valuation or a frozen decision. 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.
Articles of incorporation say almost nothing about what happens when a shareholder wants out.
A shotgun clause with no financing window. No deadlock-breaking process beyond the shotgun itself. No agreed method for pricing a departing shareholder's shares. Ontario founders skip the same three clauses, then negotiate all three during the dispute they were meant to prevent.
This checklist puts real clause language in front of you. A paired buy-sell mechanism, a defined deadlock process, and a fixed valuation method, so the exit terms are set before anyone needs them.
Articles of incorporation set out the corporate structure. They say almost nothing about what happens when a shareholder wants to leave, dies, or stops contributing. Most Ontario founders skip the same three clauses: a buy-sell mechanism, a deadlock-breaking process, and an agreed valuation method. This checklist puts the three decisions in front of you with the actual mechanism, so you can decide now, not during the disagreement.
DRG Law Professional Corporation