Shareholders' agreement (SHA): after the first external investor

The SHA is the master document governing relationships between all shareholders, founders, angels, VCs. It overrides the AOA in most cases (investors ensure this). Key clauses: anti-dilution (BWRA standard, protects investors on a down round), information rights (quarterly MIS, annual audited financials), board composition, reserved matters (decisions requiring investor consent), and exit rights

(drag-along, tag-along, ROFR, ROFO). Founders often sign SHAs without understanding reserved matters. A poorly negotiated reserved matters clause means the investor can block your ability to hire, fire, sign contracts above a threshold, or raise debt.