Governance & Shareholder Structuring

Governance is the operating system of a company: who sits on the board, which decisions need whose approval, how control shifts as investors and new shareholders arrive, and what happens when the people who built the company no longer agree. Fauri Law structures corporate governance for founders, growth companies, and investors so that control is intentional rather than inherited — and durable enough to hold through financing rounds, new shareholders, and the pressures of growth.

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When governance matters

Most companies inherit their governance by default — the statutory minimum, a single class of shares, and whatever the incorporation forms produced. That default works until the first moment it doesn’t: a co-founder wants out, an investor asks for a board seat, two shareholders deadlock on a decision that needs both of them, or a financing requires a governance structure the company never built.

Governance work is most valuable before those moments, when the architecture can still be set deliberately rather than negotiated under pressure. The companies that navigate growth cleanly are usually the ones that decided how control would work while it was still a design question, not a dispute.

What we do

The decisions we help you get right and put in writing:

• The board — who sits on it, what it actually controls, and the duties that come with a seat.
• Decision rights — which matters are reserved to shareholders and what threshold each needs, separating the ordinary course from the decisions that should require real consensus.
• Control as you grow — how voting and approvals change when outside investors arrive, and how to keep the founders’ original intent intact as that happens.
• Records that hold up — the resolutions and registers that ought to exist and usually don’t, until a buyer or an investor asks to see them.

How this fits with the rest

Much of what people call “governance” actually lives in two agreements: the shareholders’ agreement among the owners and the founders’ agreement among the founders. We draft and negotiate both, and we structure the share rights that sit underneath them. Governance, ownership, and the agreements aren’t separate projects — they’re one structure, and we build them to fit together.

Where the judgment comes in

A standard first layer of governance is straightforward, and we treat it that way. The judgment is needed once a control question is genuinely complex — multiple share classes with different rights, an investor’s terms that have to be negotiated, or a structure that has to balance founders, employees, and outside capital at once. That is advisory work, and we handle it directly: the same senior judgment a much larger firm would bring, applied by the lawyer responsible for your matter.

Who we work with

We act for founders putting a first governance layer in place after incorporation, companies preparing for a round where an investor will want board and approval rights, and growth companies tightening their records before diligence. We also act for the investors who need a target’s governance understood before they commit. Whichever seat you’re in, you work with the lawyer handling your matter — from the first conversation to the documents that hold.

How we work

• Large-firm experience, boutique focus. The depth of governance work clients would expect from a much larger firm, delivered at a scale where they’re known rather than numbered.
• Senior attention, directly. You deal with the lawyer responsible for your matter, not a rotating team.
• Scoped, and clear on cost. We tell you what the work involves and what it will cost before it starts; where a first layer is standard, we can handle it at a fixed fee.
• Built for the long term. Governance is revisited at every round. We’d rather be the counsel who knows how your control is structured than re-learn it each time.

Read how we work → 

The standard first layer

For a company putting its first layer of governance in place after incorporation, the standard founder documentation is well-defined, and we offer it at a fixed fee through our Startup Kit. Bespoke structuring continues from where that leaves off — so the routine layer is handled efficiently and the decisions that need judgment get it.

Explore Startup Kit → 

Common questions

• Which decisions should need more than a majority? The ones that change the company itself — issuing shares, taking on significant debt, selling the business, changing what it does. We set those as reserved matters with a threshold you choose deliberately, rather than leaving everything to a simple majority.
• Do we even need a board this early? Often not. Many early companies run on shareholder decisions until an investor asks for a seat. We put a board in place when it’s useful, not for show.
• What changes when an investor takes a seat? Voting and approvals shift, and protective provisions and reserved matters arrive. We structure it so founders keep their original intent where the terms allow.
• Isn’t this just the shareholders’ agreement? A lot of it lives there, and in the founders’ agreement — but it only works if the share rights underneath are built to match. We do all three together.
• What records should we actually keep? The resolutions and registers a buyer or investor will ask to see. We make sure they exist before someone asks, not during the diligence that depends on them.

What comes next

Governance sits alongside the founders’ and shareholder agreements that record the decisions, the ownership and equity structure underneath them, the venture financing that tests them, and the sale or acquisition where they finally matter most. We can take each as it comes, or act as your ongoing corporate counsel across all of it.

Start with a conversation.

Tell us where the company is and where it’s heading, and we’ll tell you what should be in place now and what can wait.

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