07/07/2026
In increasingly dynamic corporate structures, the Shareholders or Partners’ Agreement has come to play a central role in organizing the relationship between shareholders, defining governance rules, protecting assets, and preventing conflicts.
Business practice shows that a significant portion of corporate disputes arise from the absence of clear rules for critical moments in a company’s life, such as the entry and exit of investors, the sale of the business, succession, loss of strategic alignment, breach of obligations, decision-making deadlocks, or deterioration of the trust relationship.
It is precisely in this context that the Shareholders or Partners’ Agreement takes on strategic importance. More than simply regulating corporate relations during normal times, it anticipates scenarios of tension and establishes objective mechanisms to preserve the company’s continuity, protect the value of the business, and reduce the litigation risk.
This trend is also supported by recent case law from the Superior Court of Justice of Brazil (STJ), which has emphasized private autonomy and the binding force of corporate agreements.
The message is important: what partners/shareholders agree upon in a clear, valid, and informed manner tends to be increasingly relevant in the resolution of corporate disputes.
What can be regulated in a Partners’ Agreement
The Shareholders or Partners’ Agreement allows for more detailed and customized provisions than those set forth in the Articles of Incorporation or the Bylaws. Through it, it is possible to regulate political, economic, and strategic rights; define qualified quorums; establish rules for the transfer of interests or shares; govern lock-in obligations; provide for mechanisms to resolve deadlocks; organize orderly exits; and address other matters consistent with the reality of the business.
In addition, other provisions may also be included in the Agreement to govern the company’s governance, the acquisition of shares or stock, the protection of minority and controlling shareholders’ rights, and preferential and non-competition terms—such as tag-along and drag-along rights, vesting, lock-up periods, put and call options, non-compete clauses, and the method for resolving corporate disputes.
Effectiveness depends on consistency and clarity
For the Shareholders or Partners’ Agreement to be effective, it is essential that it be consistent with the Articles of Incorporation or Bylaws, reflect the company’s actual circumstances, comply with applicable law, and be drafted in clear, objective, and enforceable language.
In an environment where private autonomy is gaining prominence and the courts have been upholding clear and validly agreed-upon corporate rules, the absence of a well-structured Shareholders or Partners’ Agreement can pose a significant risk. In many cases, the cost of failing to reach an agreement in advance is the judicial resolution of disputes that could have been avoided through objective, balanced, and technically well-drafted provisions.
For this reason, the Shareholders or Partners’ Agreement should be treated as a practical tool for governance, value protection, and risk management.
Our corporate law team is available to provide support on this matter.
Authored by: Gisleine Porto
