osakassopimus

Osakassopimus, or shareholders’ agreement, is a private contract among the shareholders of a Finnish company that governs relationships, rights and obligations beyond what is set in the articles of association. It is commonly used to provide clarity on ownership, governance, and exit arrangements, particularly in private companies, startups and family-owned businesses.

A shareholders’ agreement typically covers transfer of shares and pre-emption rights, ensuring that existing shareholders have a right to participate in new issuances or to approve and price sales to third parties. It often includes drag-along and tag-along provisions to protect majority and minority shareholders in a sale, as well as mechanisms for valuing shares and funding obligations. Deadlock resolution clauses, such as buy-sell options or defined dispute processes, are also common. The agreement may outline reserved matters that require consent from certain shareholders or the board, information rights, dividend policy, and confidentiality terms.

Governance provisions within an osakassopimus can address board representation, voting rights, veto rights on key corporate actions, and procedures for appointing or removing directors. It may regulate non-compete or non-solicitation aspects, competition restrictions, and transition rules in case of changes of control, founder exits, or rounds of financing. The agreement is typically binding on signatories and, in some cases, the company, but it operates within the broader Finnish corporate and contract law framework, including the Limited Liability Companies Act and mandatory legal rules.

In practice, osakassopimus serves to align incentives, reduce disputes, facilitate financing, and provide orderly governance and exit options for shareholders.