Two people start a company the way two people start a marriage — full of trust, light on paperwork, certain it will last. The incorporation forms take an afternoon; the fallout, when it comes, can take years. A shareholders' agreement is the document that decides how the relationship ends before it has any reason to.
This issue takes apart the fifty-fifty instinct — fair on day one, deadlocked on the worst day — and shows why the majority and the minority need very different protections from the same blank page. It also marks the line the Companies Act 2016 will not cross for you: a director owes his duties to the company, not to the shareholder who appointed him, and a voluntary winding-up needs a 75% special resolution a deadlocked company can never pass.
We were recently handed an AI-generated three-pager meant to govern a shareholders' arrangement. It captured the deal and nothing of the break. This issue is about that difference — and why seeing the fallout before it arrives is what a lawyer is for.