An agreement entered into among all the shareholders of a corporation, which sets out certain rights and obligations relating to governance, board appointments, financial reporting, a pre-emptive right, transfer restrictions, a tag-along right, a drag-along right, a right of first refusal (or right of first offer), and withdrawal events. Certain powers which are generally reserved for the board of directors may be withdrawn from the board under a shareholders agreement and elevated to a decision of the shareholders.

A shareholders agreement is a combination of a voting agreement, investor rights agreement and reverse vesting agreement.