Practical guide for founders who sell a majority stake but keep a shareholding: what to negotiate in the shareholders’ agreement and how to avoid costly mistakes
In the world of mergers and acquisitions, not all transactions are structured as 100% buyouts.
In many deals, the buyer acquires a majority stake —for example, 51%— while the founder or management team keeps a meaningful minority interest, usually between 30% and 49.99%.
This type of structure has a very clear logic: keeping the entrepreneur committed after the sale.
When a fund or industrial group buys a company, it wants to ensure that the person who built it remains involved in the years ahead. If the founder sells 100%, motivation tends to fade, pace slows, and the entrepreneurial DNA is lost. By keeping a stake, the seller continues to think like an owner —retaining that mix of ambition, agility and vision that cannot easily be replaced with a salary or a bonus (perhaps with an earn-out, but that’s a topic for another post…).
For the entrepreneur, this structure also brings advantages:
An example:
Your company generates €1 million in EBITDA and you’re offered an 8x multiple. You sell 51% and receive €4.08 million, keeping 49% alongside a partner who adds muscle, synergies or access to new markets. If EBITDA doubles, that 49% could end up being worth more than what you received for the 51%.
Typically, such deals include a put and a call (future sale and purchase rights) so that, in due time, you can sell your minority stake. Because as a minority shareholder, it’s very hard to sell your 49% unless it’s to your majority partner.
But even if you continue to run the company, one question inevitably arises: how can you protect yourself as a minority shareholder?
With a shareholders’ agreement.
“Okay, I’m selling 51%, but… what if the buyer starts making decisions without consulting me?”
That’s one of the most common concerns among founders who have gone through a partial sale.
And it’s a good question, because once you sell the majority, you lose control.
The good news is that almost everything can be negotiated —as long as it’s in writing.
The shareholders’ agreement regulates the relationship between shareholders and is the document that protects the minority. It defines what information they’ll receive, what decisions they can influence, how profits are distributed, what happens in case of disputes, and how they can eventually exit the capital.
Here are the key points to negotiate before signing:
“I don’t want to find out by chance that my company is losing money or changing strategy.”
A legitimate concern. When the founder remains as an executive but is no longer a director or on the board, they may lose access to key information. That’s why it’s crucial for the agreement to include enhanced information rights: monthly reporting, annual budgets, financial statements, and audited accounts.
This becomes even more important if the founder later leaves the company or is dismissed but still holds a stake and future sale rights. Having guaranteed access to information allows them to monitor business performance, track earn-outs, puts, or other options, and avoid unpleasant surprises that affect valuation.
“What if they raise capital or take on huge debt without telling me?”
You can negotiate that certain strategic decisions —such as capital increases, major indebtedness, sale of significant assets, or changes to bylaws— require your approval.
Even without majority control, you can retain a limited veto right over matters that directly impact the value of your stake.
“If the buyer sells their stake, can I sell mine too?”
The Tag-Along right lets you sell your shares on the same terms as the majority shareholder if they decide to sell their stake.
It’s essential to avoid being trapped with a new partner you didn’t choose or with an illiquid stake that’s hard to sell.
In some cases, the tag-along can also extend to a group sale —for instance, when your company becomes part of a private equity–controlled group. If the fund later sells the parent company, you may try to negotiate the right to sell your minority stake in the same transaction.
It’s not always easy to obtain, as it may reduce the attractiveness of the deal for the buyer, especially if it implies that part of the management team might leave after the sale.
Still, it’s worth raising during negotiations —particularly when the buyer’s structure involves several layers of ownership or control.
“What if things go wrong and I want out?”
The put option is your exit mechanism —and in many cases, your only realistic one.
It gives you the right to sell your stake back to the buyer after a certain period or in case of material breach.
This point is critical. Selling a minority stake in a company controlled by a majority shareholder (especially an industrial group) is extremely difficult. Without a put option, you may effectively have no liquidity.
Therefore, the agreement must clearly define how the shares will be valued when exercising the option —whether based on EBITDA multiples, an independent market valuation, or a pre-agreed formula.
Without precise valuation rules, the clause loses much of its usefulness and can easily become a source of conflict.
“What if the new partner decides never to pay dividends?”
It can happen —and often does if not regulated. It’s a way for the buyer to finance the acquisition using the company’s own future cash flow.
Hence, it’s advisable to set out a clear dividend distribution policy: when dividends will be paid, what percentage will be reinvested, and under what conditions this policy can change.
That way, you avoid the majority retaining cash or blocking dividends indefinitely, undermining your return as a minority shareholder.
Another option is to agree that retained cash will be added to the enterprise value in any future sale. This is quite common and ensures that even without dividends, the value generated by the company is reflected in the final price, keeping both parties’ interests aligned.
“What if they bring in new investors at a lower valuation and dilute me?”
Your shareholders’ agreement should include pre-emptive rights on capital increases and, if possible, anti-dilution mechanisms.
This is especially important because the buyer usually has far greater financial capacity and could easily increase capital, weakening your position.
With these protections, you maintain your ownership percentage and prevent dilution if new investors come in under more favorable or lower valuation terms.
“What if they force me to sell my stake at a price I don’t want?”
The drag-along clause allows the majority to compel minority shareholders to sell if a 100% sale of the company occurs.
It’s reasonable for it to exist —but it must be limited to cases where the price and terms are objectively fair.
A good advisor will ensure you can’t be forced to sell below market value or without adequate guarantees.
“What if I leave before the agreed term? Or if the buyer lets me go?”
These Good Leaver / Bad Leaver clauses are often among the most sensitive parts of the deal when the founder keeps a minority stake.
Although sometimes mentioned in the shareholders’ agreement, their precise definition is usually set out in the founder’s employment or management contract.
The first step is to define what counts as a good leaver and a bad leaver.
In simpler versions, a bad leaver is someone who leaves voluntarily or is dismissed for cause.
A good leaver leaves for any other reason: end of term, unfair dismissal, illness, retirement, or even change of control.
In more complex deals, definitions can be much more detailed, covering intermediate or specific scenarios.
What truly matters are the consequences:
And if the founder is a bad leaver:
Often, these clauses tie directly into the put and call options, determining whether the minority can require a buyout or if the majority can force one under certain conditions.
Ambiguous drafting here can have major financial consequences, so both parties must clearly understand what being a good or bad leaver means before signing.
“And if we can’t agree —what then?”
Disputes between shareholders are costly and exhausting.
That’s why it’s crucial to establish mediation, arbitration or a pre-agreed jurisdiction.
Having a swift and predictable process prevents conflicts from paralysing the company or destroying value.
Selling a majority stake and staying on can be a great opportunity —if the agreement is well designed.
The balance lies in reducing risk without losing influence; in continuing to create value without being handcuffed.
And for that, the shareholders’ agreement is not a mere legal formality —it’s the document that defines your relationship with the new owner and how your story within the company will ultimately end.
By Joshua Novick, partner at Bondo Advisors
Source: https://www.joshuanovick.com/p/pacto-de-socios-en-ventas-parciales
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