This paper provides drafting tips and a discussion of best practices to avoid or put your client in a better position when it comes to unanimous shareholder agreement disputes. The paper is divided into 3 main components. In the first part, key areas where disputes may arise among shareholders in the operation or disposition of a company are identified, and sample clauses are provided to help clients avoid these disputes. The second part of the paper includes a discussion of enduring powers of attorney versus irrevocable powers of attorney. Finally, the third part contains a brief case study that will serve as a guide when enforcing a drag-along clause in a unanimous shareholder agreement.

This paper is part of a collection presented at LESA’s Unanimous Shareholder Agreement Disputes program in Edmonton on April 6, 2016 and in Calgary on April 20, 2016.