A D2C brand with six shareholders needed to formalize a strategic advisor’s role and equity grant, but only three shareholders were directly involved.

Challenge: Unclear enforceability across non-signing shareholders; risk of future challenge to advisor’s equity or voting rights.

Approach:

• Targeted binding: Drafted agreement binding only signatories, with explicit carve-out for non-signing shareholders.
• Company role clarified: Company signed in its corporate capacity, not as proxy for others.
• Future accession clause: Included mechanism for other shareholders to accede without renegotiation.
  
  

Outcome:

• Clean enforceability: No ambiguity on who was bound.
• Scalable structure: New shareholders onboarded via accession letter.
• Governance clarity: Voting rights and equity treatment aligned with founder intent.