Description
A shareholder agreement is one of the most important documents a privately owned company can have. They provide a method for:
- Resolving shareholder disputes
- Preventing the personal circumstances of one shareholder from affecting the company or other shareholders
- Provide for the scope of shareholders’ powers
- Define the procedures and limits within which the company operates
- Provide clarity and certainty to shareholders about what can and cannot be done and what happens if there is a dispute if things go wrong
Newly formed companies often do not worry about having an agreement. Optimism is high and everyone is getting along well. It is only as the company grows and matures that problems can begin. Interpersonal difficulties, life changes (death, divorce), and financial difficulties (especially the threat of insolvency) can all be mitigated with a shareholders agreement that deals in advance with that scenario.
This popular, fully-updated title explains the law on shareholders’ agreements in a clear and comprehensible style. It guides the reader through a typical transaction, highlighting the commercial issues facing the client and ultimately the solicitor as a draftsman. It examines how a shareholder’s agreement can be unraveled in the event of insolvency or other reason for termination.
New Content for the 4th Edition
- Enterprise and Regulatory Reform Act 2013 – gives shareholders the power to vote on directors’ pay
- Developments in the area of Derivative Actions (a claim brought by a shareholder against a company’s directors, in the name of and for the benefit of the company).
- New content dealing with the law in various commonwealth jurisdictions e.g. Hong Kong, Canada, New Zealand
- A list of substitute clauses to help customers adapt the precedents which are included in the title
- Discussion of the impact of the provisions of the Bribery Act 2010 on Shareholders’ Agreements
- New analysis on tax in this area.
- Employee shareholder status and the legal and practical effects of this development.
- The international element of Unanimous Shareholder agreements and possible assistance in the UK.
- Jackson costs reforms and its effects on disputes involving shareholders.
- Public-private partnerships and the impact of the proposals.
Contents:
– Intro/overview of CA 2006
– Shareholders’ agreements and company law
– Types of shareholders’ agreements
– The formation of shareholders agreements: legal issues
– The company and the shareholder’s agreement: legal issues
– Minority protection
– Enforcement and termination of shareholders agreements: the law
– Competition issues
– Joint ventures: practice
– Venture capital: practice
– Quasi-partnership agreements: practice
Precedent 1 – Joint venture agreement
Precedent 2 – Articles of association for use with joint venture agreement
Precedent 3 – Option Agreement
Precedent 4 – Investment agreement
Precedent 5 – Articles of association for use with investment agreement
Precedent 6 – Shareholders agreement for quasi-partnership company
Precedent 7 – Articles of Association for quasi-partnership company
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