Joint Ventures and Shareholders Agreements, 2nd Edition

Originating from a publisher’s request for a practice manual on joint ventures, this book expands its scope to cover shareholders’ agreements in general, recognizing that the issues arising between shareholders are essentially the same across various types of private companies. While focusing primarily on joint venture companies established by multiple corporates, it also serves as a comprehensive guide to structuring and negotiating agreements among shareholders of any private company, including individuals and institutional investors. The authors adopt a practical approach, addressing common issues encountered in practice and offering solutions, particularly where the law is scanty or unresolved. Drawing on accumulated practical experience and consultation of previously published material, the book acknowledges the contributions of other practitioners while taking sole responsibility for any errors or omissions.

Table of Contents:
PART A: Preliminary considerations
Chapter 1: Introduction
Chapter 2: Matching the Aims & Expectations of the Parties
Chapter 3: The Contributions of the parties to the venture
Chapter 4: Employment & pensions issues in UK Based joint ventures
Chapter 5: Share option & share incentive schemes in UK joint venture & privately held companies
Chapter 6: Financing a corporate joint venture in the UK
Chapter 7: Tax considerations for UK joint ventures
Chapter 8: Accounting considerations for UK corporate joint ventures
Chapter 9: Application of EC competition law to joint ventures

Chapter 10: UK Competition law applying to joint ventures
Chapter 11: Other regulatory matters in the UK
Chapter 12: UK Limited Liability Partnership

PART B: Key Issues in structuring and drafting UK corporate joint venture documentation and shareholder’s agreements.
Chapter 13:  Deadlock companies in UK company law
Chapter 14: Minority protection under UK company law
Chapter 15: Typical minority vetoes
Chapter 16: Directors of UK companies
Chapter 17: Termination and its consequences
Chapter 18: Pre-termination put and call options
Chapter 19: Pre-emption rights on share transfers
Chapter 20: Purchase & redemption of shares by a UK company
Chapter 21: Sale of Floatation of the company
Chapter 22: Share valuation provision
Chapter 23: Dispute Resolution