Reece Thomas & Ryan: The Law and Practice of Shareholders' Agreements, 3rd Edition

Author: Katherine Reece Thomas; Chris Ryan
Publisher: LexisNexis U.K.
ISBN: 9781405744508
Published In: October 2009
Format: Paperback + CD-ROM
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Contents
Author

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Now in its third edition, this popular, fully-updated title explains the law on shareholders' agreements in a clear and comprehensible style. It guides the reader through a typical transaction, highlighting the commercial issues facing the client and ultimately the solicitor as draftsman. It examines how a shareholders' agreement can be unravelled in the event of insolvency or other reason for termination. The CD-ROM includes all the precedents, which have been developed and updated. It is therefore the most up-to-date book available on the subject.

New to this edition:

l Reforms made by the Companies Act 2006 following full implementation to a range of relevant topics including meetings, shareholder remedies, Model Articles of Association, directors' duties and electronic communications.

l Changes in insolvency law and practice affecting shareholders' agreements - especially of note with the tightening of credit conditions, escalation of costs and more businesses fearing insolvency.

l Other important areas such us proxies, tax issues relating to the Finance Act 2006, recent case law (e.g. Gamlestaden v Baltic and Bookmakers Afternoon v Amalgamated Racing and Re Neath Rugby Club).

l New precedents relating to quasi-partnership companies.

Intro/overview of CA 2006;
1. Shareholders' agreements and company law;
2. Types of shareholders' agreements;
3. The formation of shareholders' agreements: legal issues;
4. The company and the shareholders' agreement: legal issues;
5. Minority protection;
6. Enforcement and termination of shareholders' agreements: the law;
7. Competition issues;
8. Joint ventures: practice;
9. Venture capital: practice;
10. Quasi-partnership agreements: practice;

Precedent 1 - Joint venture agreement
Precedent 2 - Articles of association for use with joint venture agreement;
Precedent 3 - Option agreement;
Precedent 4 - Investment agreement;
Precedent 5 - Articles of association for use with investment agreement;
Precedent 6 - Shareholders' agreement for quasi-partnership company;
Precedent 7 - Articles of Association for quasi-partnership company