12/03/2026
Between 2020 and 2025, the number of corporate disputes brought before Brazilian courts increased by 84%. A survey based on data from the National Council of Justice (Conselho Nacional de Justiça – CNJ) shows that corporate dissolution actions rose from 5,170 in 2020 to 9,518 in 2025.
Although mentioned study is not focused exclusively on startups, shareholder disputes have become increasingly common in startups that receive investment. In most cases, the company grows and raises capital before (or without) its corporate and governance structure being properly prepared for the new stage of development.
In the startup environment, while investment inflows bring clear benefits to the ecosystem, including stronger growth prospects and increased access to financial resources, they also introduce significant structural changes. These include dilution of founders’ equity, creation of new governance and voting rights, implementation of performance metrics, enhanced control mechanisms and capital return / exit strategies. Such changes often alter the dynamics and day-to-day operations of startups in a meaningful way. Within this context, misalignment between founders and investors frequently gives rise to disputes that may ultimately reach the courts. These conflicts inevitably affect the company’s valuation, its ability to attract additional investment and the strategic focus that should otherwise be devoted to the business during a critical growth phase.
Within the founder-investor relationship, disagreements commonly arise regarding matters such as commitment to the business, veto rights, strategic decision-making, new investment rounds, exit conditions and the determination of equity value upon withdrawal (buyout or appraisal rights). A significant portion of these disputes originates from the way certain corporate documents and governance mechanisms were structured (or, in some cases, not structured at all).
Although surveys indicate that 86% of early-stage startups, 63% of growth-stage startups and 65% of scale-ups do not have a formal Shareholders’ Agreement, the issue often lies less in the absence of such agreements and more in the failure to tailor corporate documents to the company’s stage of development and to the profile of the shareholders involved.
The use of standardized templates that are not strategically adapted to the specific circumstances of the company is frequently at the root of these conflicts. Common examples include: (a) overly broad veto rights, which may hinder relevant operational decisions and allow interference from individuals unfamiliar with the dynamics of a particular market; (b) vesting mechanisms structured without adequate consideration of key elements such as termination for cause or liquidity events; and (c) drag-along and tag-along provisions drafted with deficiencies relating to valuation mechanisms, loss of control or restrictions on strategic sale transactions.
A substantial portion of these disputes can be avoided or mitigated through a corporate structure that is properly aligned with the startup’s stage of development. This includes a Shareholders’ Agreement specifically tailored to the company’s governance structure, governance mechanisms proportionate to the level of investment and maturity of the startup, and clear allocation of rights and responsibilities among shareholders, all subject to ongoing review and reassessment.
After all, a company is a living organism, and meaningful changes inevitably occur throughout its growth trajectory.
Authored by: Marcos Yuuki Matheus Okamoto
