Shareholders' Agreements, 9th Edition | 2025

Shareholders' Agreements, 9th Edition | 2025

Shareholders’ Agreements serves as a practical reference on the scope and implications of shareholders’ agreements and articles of association. The latest edition has been extensively revised, offering enhanced guidance on drafting such agreements and related documents, supported by detailed drafting notes. It also provides a collection of precedents, including articles of association for private companies limited by shares, with digital access to facilitate efficient drafting.

This edition delivers:

• Comprehensive analysis of the essential components of shareholders’ agreements and articles of association, equipping you to draft with confidence.

• Examination of joint ventures and property joint ventures, outlining potential structures and the tools necessary to prepare the relevant documents.

• Insight into taxation considerations affecting this area.

• Coverage of recent developments in market practice, particularly within private equity transactions.

• Discussion of partnership structures and their theoretical foundations.

• Explanation of standard (“boilerplate”) provisions.

• Expert commentary on option agreements and warrants, accompanied by detailed drafting notes to highlight key issues in preparing these agreements.

• Digital access to precedent material for ease of drafting.

Key updates in Shareholders' Agreements, 9th Edition:

• Revised and updated precedents with commentary reflecting recent changes in practice and current thinking, particularly in relation to Shareholders and Investment Agreements and related Articles.

• Additional optional provisions designed for integration with the main precedent documents.

• A new precedent — Purchase of Own Shares Agreement — with full analysis alongside a Put and Call Option Agreement.

• An Appendix outlining the key differences between Table A and the Private Model Articles.

Contents of Shareholders' Agreements, 9th Edition:

PART 1 – THEORY
1. Shareholders’ Agreements and Articles of Association – The Law
2. Directors’ Duties
3. Partnership Structures
4. Taxation

PART 2 – COMMENTARY
5. Shareholders’ Agreements – Precedent Commentary
6. Articles of Association - Precedent Commentary
7. Private Equity Investment Agreement – Precedent Commentary
8. Private Equity Articles – Precedent Commentary
9. Joint Venture – Precedent Commentary
10. Joint Venture Articles of Association – Precedent Commentary
11. Joint Venture LLP Members’ Agreement – Precedent Commentary
12. Pull and Call Option Agreement and Purchase of Own Shares Agreement – Precedent Commentary
13. Warrant Instrument – Precedent Commentary
14. Optional Provisions
15. Boilerplate Commentary

PART 3 – PRECEDENTS
Precedent A Shareholders’ Agreement
Precedent B Articles of Association
Precedent C Private Equity Investment Agreement
Precedent D Private Equity Articles of Association
Precedent E Joint Venture Agreement
Precedent F Joint Venture Articles of Association
Precedent G Joint Venture LLP Members’ Agreement
Precedent H1 Put and Call Option Agreement
Precedent H2 Agreement for the Purchase of Own Shares
Precedent I Warrant Instrument

Appendices
Appendix 1 Model Articles for Private Companies Limited by Shares
Appendix 2 Model Articles for Public Companies