What topics should a shareholder agreement in Ontario typically cover?

A well-drafted Ontario shareholder agreement typically addresses several core areas. First, it defines share transfer restrictions — for example, a right of first refusal that requires a seller to offer their shares to existing shareholders before selling to an outsider. Second, it outlines decision-making: which matters require unanimous consent versus a simple majority, and whether any shareholder has a veto on certain issues.

Third, the agreement usually deals with triggering events such as death, disability, retirement, or a shareholder wanting to exit. Related to this are buy-sell mechanisms (sometimes called "shotgun clauses") that set out a structured process for one shareholder to buy out another when the relationship breaks down.

The agreement may also address management roles and compensation, dividend policy, confidentiality and non-competition obligations, and how future financing rounds will be handled. The exact contents depend on your specific business structure and the number of shareholders involved. A lawyer familiar with Ontario corporate law can help tailor these provisions to your circumstances.