Once a minority position exists and a dispute has begun, there is nothing left to negotiate with. The protections have to be secured at investment.
Information rights. Monthly or quarterly financial statements, annual audited or reviewed statements, the budget, and access to books and records beyond the statutory minimum, with a stated response period.
Board or observer seat, with the right to attend and receive materials.
Protective provisions. A defined list of actions requiring the minority’s consent: issuing new equity, incurring debt above a threshold, selling substantially all assets, changing the business, related-party transactions, compensation of owners above a level, and amendments to the governing documents.
Distribution policy. At minimum, tax distributions sufficient to cover the tax on allocated income, which is the difference between a pass-through interest being an asset and a liability.
Anti-dilution and preemptive rights.
Employment terms in a separate agreement, since ownership and employment should not be entangled without stating what happens when one ends.
Exit. A put right after a period, a buy-sell mechanism with a defined valuation methodology, tag-along rights, and a stated position on whether discounts apply.
Dispute resolution with a mediation step and a defined forum.