The financial clauses of a shareholders' agreement: a complete guide

Introduction

In the interest of all signatories, a shareholders' agreement (pacte d'associés or pacte d'actionnaires) must anticipate, as precisely as possible, the various situations that may arise over the life of the company. This is why such a contractual document generally brings together several categories of provisions, from the most basic to the most technical: clauses relating to voting rights, to the transfer of securities, or to the financial rights arising from holding them.

Among these provisions, the financial clauses hold a particular place. They most often establish specific financial rights for the benefit of minority shareholders, with the aim of securing their investment and making their commitment durable. When properly drafted, they constitute a genuine lever of trust between the parties.

At Equisafe, we support issuers and their advisers in structuring these commitments, by embedding them directly into financial securities tokenized on EVM-compatible blockchains. The logic of the agreement then aligns with that of the register: transparency, traceability and reliable enforcement of the agreed rights.

The profit-sharing clause

Through this clause, the majority shareholders undertake to guarantee minority shareholders the payment of a dividend. The objective is to make the cash contribution of the minority shareholders as attractive as a remunerative financial investment, by ensuring them a predictable return.

This provision frequently takes the form of a porte-fort undertaking (a guarantee of another party's performance): the majority shareholders undertake to determine, once the financial year has been closed, a predefined amount of dividends guaranteeing the minority shareholders an advantageous remuneration.

In practical terms, the profit-sharing clause may provide for:

• a minimum amount of profits to be distributed each financial year;
• an amount temporarily retained within the company, for example to finance its growth;
• a ban on distribution in certain precisely defined circumstances (financial difficulties, ratios not met);
• a distribution conditional upon the occurrence of a specific event (reaching a revenue threshold, a fundraising, a liquidity event).

Care must nevertheless be taken to ensure these commitments are compatible with company law: the distribution of dividends remains subject to the existence of distributable profits and to the approval of the competent corporate bodies. The clause therefore organizes the shareholders' intention without being able to circumvent these public-policy (ordre public) rules.

The value of tokenization is decisive here. When securities are represented as tokens on an EVM blockchain, distribution flows can be automated and recorded in an immutable manner. Each dividend payment is thus time-stamped and auditable, which considerably reduces the risk of disputes between shareholders.

The equity stability clause

The equity stability clause most often binds the majority shareholders. In the event that the company's equity were to fall below a threshold – expressed as a percentage of the share capital and set by the agreement – these shareholders would be required to replenish that equity, at least up to the agreed threshold.

This clause addresses a simple concern: preserving the financial soundness of the company and, indirectly, the value of the minority shareholders' stake. It may provide for:

• the precise trigger threshold and the method used to calculate equity;
• the terms of recapitalization (shareholder current-account advance, capital increase, debt waiver);
• the timeframe within which the operation must take place once the threshold has been crossed.

In practice, this provision plays a role close to a continuity guarantee. It reassures minority investors that the majority shareholders will not allow the structure to weaken without reacting. On a tokenized infrastructure, the monitoring of equity and of recapitalization operations gains in clarity, since every movement affecting the capital is reflected in the register.

The subscription-right clause (anti-dilution clause)

For minority shareholders, a recurring risk is becoming even more of a minority over time, due to the dilution caused by successive capital increases. Each new issuance of securities, if not followed, mechanically reduces their percentage of ownership and their weight in collective decisions.

To neutralize this risk, the agreement may provide for a priority subscription right for the benefit of these shareholders, applicable to any capital increase: this is the anti-dilution clause. This priority right may even prevail over a preferential subscription right granted to other parties to the agreement.

This subscription right is generally proportional to the securities already held, in order to guarantee an equivalent stake within the company and to maintain the initial balance between shareholders. Two approaches are commonly distinguished:

• anti-dilution by maintaining the percentage, which allows the minority shareholder to subscribe in proportion to their share in order to preserve their ownership rate;
• anti-dilution by price adjustment (full ratchet or weighted average clauses), common in private-equity transactions, which protects the investor when a capital increase takes place at a valuation lower than the one at which they entered.

Managing a cap table and complying with these anti-dilution rights often proves tedious once operations follow one another. This is precisely where a tokenization infrastructure adds value: the securities register is maintained in real time, subscription rights are attached to the relevant tokens, and dilution calculations become verifiable by all parties. The reliability of shareholding monitoring is thereby strengthened.

Financial clauses serving minority shareholders

As varied as they may be in form, the financial provisions of a shareholders' agreement share a common purpose: reassuring minority shareholders and guaranteeing them that their commitment will not be in vain. They also help to retain them, by associating them advantageously with the company's results.

To produce their full effect, these clauses benefit from being:

• precisely drafted, in order to avoid any ambiguity of interpretation;
• compatible with company law and the corporate interest;
• paired with reliable monitoring mechanisms, ensuring their effective enforcement.

It is on this last point that Equisafe stands out. By representing financial securities as tokens on EVM-compatible blockchains, our platform brings a level of transparency and security that is difficult to achieve with a paper register or a simple spreadsheet. The financial rights negotiated in the agreement – guaranteed dividends, recapitalization, subscription rights – can thus be monitored, time-stamped and audited throughout the life of the company.

This approach fits within a demanding regulatory framework. Equisafe operates in compliance with the European MiCA regulation and the requirements of the AMF (the French financial markets authority), and applies institutional-grade security standards. Issuers and investors thus benefit from an infrastructure where the legal rigor of the shareholders' agreement meets the technological reliability of the blockchain.

Ultimately, financial clauses remain an essential instrument for protecting minority shareholders. Coupled with a compliant and secure tokenization infrastructure, they move from the status of a mere contractual undertaking to that of rights that are monitored and enforceable from end to end.