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Joint Ventures and Shareholders' Agreements 6th ed (eBook)

Susan Singleton

ISBN13: 9781526516091

Published: December 2021

Publisher: Bloomsbury Professional

Country of Publication: UK

Format: eBook (ePub)

Price: £171.00
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Also available as

Hardback
9781526516084

£190.00

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:

Brexit 2020 and its impact on competition law, UK and EU
Changes to tax aspects arising from the latest Finance Acts

New case law such as:

Guest Services Worldwide Ltd v. Shelmerdine [2020] EWCA Civ 85 (CA) (non-competition clauses in shareholders' agreements), and
Global Corporate Limited v. Hale [2018] EWCA Civ 2618 (CA) (when payments to a director/shareholder were dividends)

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

Subjects:: Commercial Law, Company Law, eBooks

Contents:: 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