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Joint Ventures and Shareholders' Agreements, 6th Edition

Joint Ventures and Shareholders' Agreements, 6th Edition

  • Author:
  • Publisher: Bloomsbury Professional (formerly Tottel Publishing)
  • ISBN: 9781526516084
  • Published In: November 2021
  • Format: Hardback , 800 pages
  • Jurisdiction: European Union, U.K. ? Disclaimer:
    Countri(es) stated herein are used as reference only

List Price: HKD 2,470.00

HKD 2,395.90 Save HKD 74.10 (3%)

Delivery Time: around 4-5 weeks
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  • Description 
  • Contents 
  • Details

    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
  • 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

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