Authors: Bailey M. Rivard, Cassidy Q. Newfield, and Alicia M. Martin

When faced with unforeseen circumstances, changes in ownership, or looming shareholder disputes, a well-drafted unanimous shareholder agreement can serve as an invaluable tool to rely on for its signatories. This paper provides an overview of USAs from a litigation perspective, including tips to avoid unnecessary disputes, and best practices for drafting USA provisions that are most likely to be the subject of litigation. It considers basic drafting considerations, shareholder rights and obligations, buyout rights, restrictive covenants, and purchase price determinations.

This paper is part of a collection presented at LESA’s Corporate/Commercial Refresher: Transactions and Litigation program in Lake Louise from May 2–5, 2024.