The founder’s SHA exit-rights checklist
Every exit right in a shareholders’ agreement is written at entry, when an exit is theoretical and nobody is paying attention. Years later the exit arrives, and these clauses decide what you actually walk away with. Read each line before you sign.
This is the checklist we run with founders before they sign an SHA. Know which clauses decide the value of your equity at exit, and draft them for the company you will become, not the one you are today.
Drag-along
The majority's right to force every shareholder into a sale.
- What threshold triggers it, and does that threshold still work once the cap table fragments at later rounds?
- Is there a price floor, and does it coordinate across preferred classes or block the deal?
- Do reserved matters or consent rights override it and quietly make it unenforceable?
Tag-along
The minority's right to sell alongside a majority sale, on the same terms.
- Does it match the full economic package, or just the headline price? An earnout the tag does not capture leaves the minority short.
- Is it full or pro-rata? Can the minority sell everything, or only the same proportion?
- What happens if the buyer refuses the tagged shares? The drafting should stop the sale unless the buyer takes them.
- How does it sequence with the ROFR? Usually ROFR first, then tag on the sale that proceeds.
ROFR and ROFO
Existing holders' right to buy your shares before you can sell to a third party.
- Does it freeze a future secondary sale for you as a founder?
- How long is the process window, and does it stall a live deal?
- Does it apply to a founder secondary during a financing round?
Reserved matters and consent rights
The list of decisions that need investor consent, whatever the board or share majority says.
- How long is the list, and does it reach ordinary operating decisions you should be able to make alone?
- Does any item override the drag-along, so an investor can block an exit without a board majority?
- Where does the veto sit across multiple investors, and can one of them freeze the company?
Liquidation preference and the waterfall
Who gets paid first, and how much, before founders see proceeds.
- Is it 1x or participating, and how does it stack across preferred classes?
- Model the waterfall at a realistic exit number, not the headline valuation. That is the number you actually take home.
Board, quorum and control at exit
Who actually controls the decision to sell.
- Can a quorum form without the investor director, or can they freeze the board by not turning up?
- Does the board control the sale process, and who appoints the deciding votes?
- Remember you can own a majority of the shares and still not control the exit.
Founder vesting and leaver terms
What a departing founder keeps, and on what terms.
- Are good leaver and bad leaver defined between the founders, before any investor is involved?
- Is reverse vesting on already-issued shares documented at the start?
- Is there acceleration on a change of control, and is it single or double trigger?
Draft every exit right for the company you will be at Series D, not the one you are at Series A. Map the drag, the tag, the ROFR, the reserved matters and the consent rights as one system, because the common failure is two good clauses that collide. The exit section is the most important part of the entry document, and it is the part that gets the least attention at signing.
Want us to read your SHA against this checklist?
Send it over and we will mark the clauses that will behave differently than you expect at exit.
Want this as a PDF in your inbox?
Email us and we will send the current version, and the updated one each time the law moves. Or print the page: it is built for paper.
This checklist is general information for founders, not legal advice for your specific company or transaction. The right drafting depends on your cap table, your jurisdiction, and the deal in front of you. Have your SHA reviewed before you rely on any of the above.
Prepared by Infinilex Consultancy · infinilex.io · Verified as of 30 June 2026. Printed copies date; check infinilex.io/resources/ for the current version.