The Law & Practice of Shareholders Agreements, 4th Edition

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The Law & Practice of Shareholders Agreements, 4th Edition

Author K Reece Thomas & Christopher Ryan
Publication Date 2015
ISBN 9789351436249
Format Hardcover
Publisher LexisNexis
 

One of the most significant papers a privately held firm can have is a shareholder agreement. They give you a way to:

  • Solving shareholder conflicts.
  • Keeping one shareholder's personal circumstances from influencing the company or other shareholders.
  • Establish the scope of shareholder authority.
  • Define the company's operating procedures and boundaries.
  • Provide shareholders with clarity and confidence about what they may and cannot do, as well as what will happen if things go wrong.

Newly created businesses frequently overlook the need of having a contract. The mood is upbeat, and everyone is getting along swimmingly. Only as the company evolves and flourishes can problems emerge. Interpersonal issues, life transitions (death, divorce), and financial troubles (particularly the possibility of insolvency) can all be avoided by a shareholders agreement that addresses those scenarios in advance.

This popular, fully revised title teaches shareholder agreements legislation in a straightforward and understandable manner. It walks the reader through a typical transaction, emphasising the client's commercial concerns and, ultimately, the solicitor's role as draughtsman. It looks at how a shareholders agreement can be dismantled in the event of insolvency or other termination reasons.

New Content for the 4th Edition:

  • The Enterprise and Regulatory Reform Act of 2013 empowers shareholders to vote on director compensation.
  • Changes in the field of Derivative Actions (a claim brought by a shareholder against a companys directors, in the name of and for the benefit of the company).
  • New material on the law in several Commonwealth jurisdictions, such as Hong Kong, Canada, and New Zealand.
  • A list of alternative clauses to assist customers in adapting the antecedents in the title.
  • The impact of the Bribery Act 2010 provisions on Shareholders Agreements is discussed.
  • New tax research in this area.
  • Employee shareholder status, as well as the legal and practical implications.
  • Unanimous Shareholder Agreements have an international component, and the UK may be able to help.
  • Jackson's cost reforms and their impact on shareholder disputes.
  • The impact of proposed public-private partnerships.

TABLE OF CONTENTS of The Law & Practice of Shareholders Agreements, 4th Edition

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 shareholders 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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