What Are Reserved Matters?
Reserved matters are specific decisions that cannot be made by the board of directors or management alone — they require explicit approval from shareholders, often at a supermajority or unanimous threshold. They function as guardrails that prevent any single group from making unilateral decisions on matters that fundamentally affect the company or its shareholders.
Think of reserved matters as the most important decisions your company will ever face. They are the decisions that are too significant to delegate to a small group of directors or managers and where every shareholder deserves a voice.
How Reserved Matters Work
The Approval Mechanism
When a decision falls within the reserved matters list, it cannot proceed until the required shareholder approval is obtained. The approval threshold varies depending on the significance of the matter:
- Shareholder majority (50%+) — for moderately significant decisions
- Supermajority (66.7% or 75%) — for important strategic decisions
- Unanimous consent — for the most fundamental decisions
- Class-specific approval — certain matters may require approval from holders of a specific share class
The shareholder agreement specifies which threshold applies to each reserved matter. Different matters can have different thresholds, allowing the agreement to scale protection based on the significance of the decision.
Interaction with Board Authority
Reserved matters create exceptions to the board's general authority to manage the company. For all decisions not listed as reserved matters, the board retains full authority. The agreement should clearly delineate:
- What the board can decide independently
- What requires shareholder approval under the reserved matters list
- What requires shareholder approval under the company's bylaws or articles of incorporation
The reserved matters list should complement, not duplicate, the provisions in the company's bylaws and articles of incorporation. If the bylaws already require shareholder approval for certain actions, the reserved matters list should address additional actions or impose higher approval thresholds.
Categories of Reserved Matters
Capital Structure and Equity
These matters protect shareholders from dilution and unauthorized changes to the company's ownership structure:
- Issuing new shares or securities of any kind
- Creating new share classes or altering the rights of existing classes
- Granting stock options, warrants, or convertible instruments
- Conducting share buybacks or redemptions
- Approving stock splits or reverse stock splits
- Changing the authorized share capital
Financial Commitments
These matters prevent the company from taking on excessive financial obligations:
- Borrowing above a specified threshold
- Providing guarantees, indemnities, or security for third-party obligations
- Making capital expenditures above a specified amount
- Entering into leases or long-term commitments above a specified value
- Declaring or paying dividends or other distributions
- Changing the company's accounting policies or fiscal year
Business Operations
These matters require shareholder input on significant operational decisions:
- Changing the company's core business or entering new lines of business
- Acquiring or disposing of significant assets
- Entering into joint ventures or partnerships
- Licensing the company's core intellectual property
- Changing the company's pricing strategy in a material way
- Opening offices or operations in new geographic markets
Corporate Transactions
These matters ensure shareholders participate in transformative events:
- Selling the company or substantially all of its assets
- Merging with another entity
- Conducting an IPO or other public offering
- Dissolving or winding up the company
- Filing for bankruptcy or entering voluntary administration
Governance and Personnel
These matters protect shareholders' voice in how the company is governed:
- Amending the shareholder agreement, bylaws, or articles of incorporation
- Changing the size of the board of directors
- Appointing or removing the CEO or other key executives
- Setting or significantly changing executive compensation
- Establishing equity compensation plans
- Hiring family members of directors or shareholders
Related-Party Transactions
These matters prevent self-dealing and conflicts of interest:
- Any transaction between the company and a shareholder, director, or their affiliates
- Loans to or from shareholders or directors
- Property leases from shareholders or their affiliates
- Service agreements with shareholder-controlled entities
Related-party transactions are one of the most important categories of reserved matters. Without this protection, controlling shareholders can extract value from the company through favorable contracts with entities they control, at the expense of minority shareholders.
Designing Your Reserved Matters List
Matching Matters to Thresholds
Not every reserved matter needs the same level of protection. A tiered approach assigns different thresholds based on significance:
Unanimous consent tier:
- Selling the company
- Dissolving the company
- Changing fundamental rights of a share class
- Amending the shareholder agreement
Supermajority tier (75%):
- Issuing new shares
- Taking on significant debt
- Related-party transactions
- Appointing or removing the CEO
Simple majority tier:
- Capital expenditures above a threshold
- Entering new geographic markets
- Establishing new benefit plans
Calibrating for Your Company
The right reserved matters list depends on your company's specific circumstances:
Startup with equal co-founders: A short, focused list of the most fundamental decisions. Too many reserved matters will slow down a startup that needs to move quickly.
Company with investor shareholders: A more detailed list that protects investors' economic interests while allowing management the flexibility to operate. Investors typically require reserved matters around dilution, debt, and exit events.
Family business: Reserved matters focused on employment of family members, distribution policies, and succession-related decisions.
Joint venture: Extensive reserved matters because the joint venture partners may have competing interests and need strong governance protections.
Avoiding Common Pitfalls
Too many reserved matters: If every decision requires shareholder approval, the company becomes unmanageable. Operations slow to a crawl, and minor decisions consume disproportionate time and attention.
Too few reserved matters: If the list is too short, shareholders may find that significant decisions are being made without their input, leading to disputes and loss of trust.
Vague descriptions: Reserved matters described in vague terms (e.g., "material transactions") invite disputes about whether a particular decision falls within the category. Use specific, measurable criteria (e.g., "transactions exceeding $50,000").
Missing dollar thresholds: Many reserved matters should have dollar thresholds that escalate as the company grows. A $10,000 spending approval for a startup would be paralyzing for a company with $50 million in revenue. Build in escalation mechanisms tied to revenue or asset size.
Resolving Disagreements on Reserved Matters
When shareholders cannot agree on a reserved matter, the company is effectively deadlocked on that decision. The shareholder agreement should include a resolution process:
- Discussion period — shareholders negotiate in good faith for a specified period
- Mediation — a neutral mediator helps the parties find common ground
- Independent expert — for financial or technical matters, an independent expert provides a binding recommendation
- Escalation — if the matter cannot be resolved, the deadlock resolution mechanisms in the agreement are triggered
Sunset and Review Provisions
Reserved matters should be reviewed periodically to ensure they still reflect the company's needs. Consider including:
- Annual review — shareholders review the reserved matters list at the annual general meeting
- Automatic adjustments — dollar thresholds increase automatically with inflation or revenue growth
- Sunset provisions — certain reserved matters expire after a specified period or milestone (e.g., investor consent requirements expire after an IPO)
Best Practices
- Be specific — use clear, measurable criteria rather than vague descriptions
- Tier your thresholds — match the approval requirement to the significance of the decision
- Include dollar thresholds that scale — prevent the list from becoming obsolete as the company grows
- Address related-party transactions — this is the most commonly exploited gap in shareholder protection
- Include a deadlock resolution mechanism — reserved matters can cause deadlocks; plan for them
- Review regularly — update the list as the company and its shareholder base evolve
Reserved matters are the safety net of your shareholder agreement. They ensure that the most consequential decisions affecting the company and its shareholders receive the scrutiny and consensus they deserve.