Joint Ventures and Shareholders' Agreements

7th Auflage
ISBN: 978-1-5265-3125-4
Verlag: Bloomsbury Academic

Buch, Englisch, 832 Seiten, Hardback, Format (B × H): 156 mm x 248 mm, Gewicht: 1420 g

Designed specifically to be a working guide, this is a complete resource for all issues related to joint ventures and shareholders' agreements.

This title provides practitioners with the starting point in drafting joint venture documents and minimises the likelihood that a key issue, with potentially significant ramifications, will be overlooked. It identifies the central issues involved in joint venture transactions to ensure good drafting and includes precedents, case studies and checklists.

The Seventh Edition includes:

- Updates on EU and UK merger law including the implementation of the National Security and Investment Act 2021 and work of the Investment Security Unit (ISU) of the Cabinet Office
- Changes to tax law arising from the latest Finance Acts
- The latest implementation of the Economic Crime and Corporate Transparency Act 2023
- New case law on warranties and indemnities, liability and duties

- Digital access to the precedents: these are available to download, adapt and use whilst following the commentary guidance

This is an invaluable resource for company and commercial solicitors, in-house counsel, accountants, company secretaries, company directors, competition law practitioners, employment law practitioners and tax practitioners.

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

Autoren/Hrsg.

Singleton, Susan

Fachgebiete

• Rechtswissenschaften Ausländisches Recht Common Law (UK, USA, Australien u.a.)

Inhaltsverzeichnis

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 Ventures

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
Available as an Accompanying Electronic Download
Precedent 1. Checklist of Issues for Consideration when Establishing a UK Incorporated Joint Venture Company
Precedent 2. Heads of Agreement
Precedent 3. Shareholders' Agreement
Precedent 4. Articles of Association
Precedent 5. International Joint Venture Agreement
Precedent 6. Support Agreement
Precedent 7 - Limited liability partnership deed

Über Autor(innen)

Singleton, Susan
Susan Singleton is a solicitor and founder of Singletons (www.singlelaw.com). She advises a large range of UK and international clients on business law. She sat on the Direct Marketing Authority for five years and was Vice Chairman of the Competition Law Association. She has advised on joint ventures and collaboration agreements both now and before that at Slaughter and May and Bristows. Susan is the author/editor of several Bloomsbury Professional titles.

Susan Singleton is a solicitor and founder of Singletons, a commercial firm of solicitors which advises a large range of UK and international clients on business law (www.singlelaw.com). She sat on the Direct Marketing Authority for five years and was Vice Chairman of the Competition Law Association. She has advised on joint ventures and collaboration agreements both through her own firm and before that at Slaughter and May and Bristows. Susan is the author/editor of several Bloomsbury Professional titles.