Joint Ventures and Shareholders’ Agreements


By: Susan Singleton
Published: Jan 11 2022
Format: Hardcover ‏800 pages
ISBN-13: ‎9781526516084
Country: UK

Categories: , , Product ID: 7779


Baffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand.

Help you to identify the central issues involved in joint venture transactions, take effective instructions, and draft good documentation using precedents, case studies, and checklists.

Now covers:

Brexit 2020 and its impact on competition law, UK and EU;
Changes to tax aspects arising from the latest Finance Acts;
New case law such as –
Guest Services Worldwide Ltd v. Shelmerdine [2020] EWCA Civ 85 (CA) (non-competition clauses in shareholders’ agreements) and
Global Corporate Limited v. Hale [2018] EWCA Civ 2618 (CA) (when payments to a director/shareholder were dividends)

Key content includes:

Preliminary considerations:
A discussion of the nature of joint ventures and shareholders’ agreements; Financing the venture; Tax and accounting considerations for UK corporate joint ventures; Regulatory matters; Employment and pension issues.

Key issues in structuring and drafting UK corporate joint venture documentation and shareholders’ agreements:
Deadlock and minority protection; Voting rights and board representation; Restrictive covenants.

Joint ventures and shareholders’ agreements in practice:
Articles of association; Transfers of assets; EU and UK Competition law including Brexit issues.

This title is included in Bloomsbury Professional’s Company and Commercial Law online service.

Table of Contents

Part A Preliminary considerations
1 Introduction
2 Matching the aims and expectations of the parties
3 The contributions of the parties to the joint venture
4 Employment and pensions issues in UK based joint ventures
5 Share incentive schemes in UK joint venture companies
6 Financing a corporate joint venture in the UK
7 Tax considerations for UK joint ventures
8 Accounting considerations for UK corporate joint venturers
9 Application of EC competition law to joint ventures
10 UK competition law applying to joint ventures
11 Other regulatory matters in the UK
12 UK limited liability partnerships

Part B Key issues in structuring and drafting UK corporate joint venture documentation and shareholders’ agreements
13 Deadlock companies in English company law
14 Minority protection under English company law
15 Typical minority vetoes
16 Directors of UK companies
17 Termination and its consequences
18 Pre-termination put and call options
19 Pre-emption rights on share transfers
20 Purchase and redemption of shares by a UK company
21 Sale or initial public offering of the company
22 Share valuation provisions
23 Dispute resolution

Part C Joint ventures and shareholders’ agreements in practice
24 Establishing and documenting a UK corporate joint venture
25 Due diligence, warranties and indemnities
26 Considerations relating to joint ventures and shareholders’ agreements involving UK tax resident individuals
27 Special considerations for private equity funds, venture capitalists and other equity providers
28 International joint ventures

Part D Case studies and precedents



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