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Joint Ventures and Shareholders Agreements, 3rd edition

Joint Ventures and Shareholders Agreements, 3rd edition

Author: Simmons & Simmons
Publisher: Bloomsbury Professional (formerly Tottel Publishing)
ISBN: 9781847663443
Published In: September 2009
Format: Paperback , 546 pages
Jurisdiction: European Union, U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

New Edition is available now !

Description
Contents

Details

Written by a team of experts, the new third edition of Simmons & Simmons: Joint Ventures and Shareholders’ Agreements examines a core practice area in corporate law and provides practical guidance and analysis on all aspects of joint ventures and shareholders’ agreements.

A commercial working guide
Designed specifically to be a working guide, Simmons & Simmons takes a procedural approach, considering all the legal issues and documentation involved. The book offers practical tips, highlights key commercial considerations, and provides time-saving flowcharts and checklists.

Three key reasons why this book will give you an advantage in joint venture transactions
This unique text will deliver you the guidance, insight and expert knowledge to ensure you have the advantage in any joint venture transaction, by enabling you to:
1. Determine the key issues involved
2. Take effective instructions
3. Draft good documentation using the precedents provided

Important new content in this edition

Practical and clearly written, this new edition contains the following important new content:

A preliminary discussion on the nature of joint ventures and shareholders’ agreements and reasons and motivations for establishing joint ventures.
Contributions of the parties to the venture; financing the venture; tax and accounting considerations for UK corporate joint ventures; regulatory matters and employment and pension issues.
Deadlock and minority protection, voting rights and board representation; directors; restrictive covenants; resolution of disputes, mediation, arbitration, litigation, enforcement of decisions; transferability, termination and exit routes.
Joint ventures/shareholders’ agreements; articles of association; transfers of assets; IP licences; support agreements.
Joint ventures and shareholders’ agreements involving individuals; venture capital transactions; international joint ventures.

Recently qualified corporate lawyers and all non-specialist practitioners will find this text an essential addition to their library. In-house lawyers and company secretaries, as well as tax, employment law and competition law practitioners will also find it valuable.

Part A Preliminary considerations
1 Introduction
2 Matching the aims and exceptions of the parties
3 The contributions of the parties to the venture
4 Employment and pensions issues in UK based joint ventures
5 Share option and share incentive schemes in UK joint venture
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 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