Joint Ventures and Shareholders' Agreements

5th Auflage
ISBN: 978-1-78451-692-5
Verlag: Bloomsbury

Medienkombination, Englisch, 776 Seiten, Mixed Media Product with Hardback + Online Resource, Format (B × H): 156 mm x 248 mm

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.

Helping 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:

Small Business, Enterprise and Employment Act 2015 (including the official guidance on new register of Persons of Significant Control (PSC Register)
Latest tax rates and changes (including corporation and capital gains tax 2017/18 and entrepreneurs' relief)
EU merger law changes (including the mergers simplification package and UK merger law changes)

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

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 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

Über Autor(innen)

Singleton, Susan
Susan Singleton is a solicitor with her own London commercial solicitor's firm, Singletons (www.singlelaw.com) which advises a large range of UK and international clients on business law with particular emphasis on litigation, competition law and IP/IT. Author of 30 law books she writes regularly on legal matters for a variety of publications. A frequent speaker she speaks at about 50 conferences a year and has recently spoken in Iran, Dubai, Lagos, Spain and other parts of the EU on contract law issues. In 2010 she acquired four legal publications from Informa - IT Law Today, Corporate Briefing, Finance and Credit Law and International Trade Finance. She practised first at Slaughter and May and Bristows before founding her own firm in 1994. She recently sat on the Direct Marketing Authority for 5 years. A mother of five (her daughters both qualified as solicitors in 2011/12) in her spare time she sings and practises bikram yoga, cycles and swims. She also enjoys her own island in Panama and is Chairman of the Pinner Hill Residents Association. She can be followed on twitter at singlelaw.

Susan Singleton, Solicitor, runs Singletons (singlelaw.com), one of the best known specialist commercial, competition and IT/IP solicitors firms in the UK. With clients ranging from major PLCs and institutions to small start-up businesses, Susan is heavily involved with both the corporate and IP/competition law aspects of joint ventures in the UK and abroad.