This intensely practical book is dedicated to the shareholders’ agreement and its use in joint ventures, both national and international. Beneath its wealth of sample clauses and drafting suggestions lies a sound foundation in applicable law, across a wide spectrum of topics. The author explores minutely all three major types of ventures that typically use a shareholders’ agreement – the common law closely held corporation, the common law limited liability company, and the civil law limited liability company – in all the many varieties of each.

Shareholders ́ Agreements have a growing influence on the general understanding of corporate law since they bind not only the shareholders but also affect the constitution of the corporation and can have a severe impact on capital markets. Therefore, Shareholders ́ Agreements are more and more subject to regulation in corporate, capital market and also insolvency law on the national, the European and the international level. This handbook provides a general examination of conceptual questions of Shareholders ́ Agreements and provides an analysis of the regulation of Shareholders ́ Agreements in European and international law and of the national law of more than 20 jurisdictions. Readers will get a general understanding of the theoretical and practical problems involved with Shareholders ́ Agreements and detailed information on the regulation of Shareholders ́ Agreements in several jurisdictions and the applicable law in the case of transnational corporations and cross-border transactions.

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. New to this edition:* 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* 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 * 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)* New precedents relating to quasi-partnership companies

Now in its second 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. The book 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 by David Baylis of Norton Rose. The book has been updated to reflect changes in insolvency practice and to the law post-Enterprise Act 2002, and also highlights the reforms to be made by the Companies Act 2006. It is therefore the most up to date book available on the subject.

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.

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.

Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.

This single-volume treatise is a complete up-to-date guide to understanding Connecticut corporation law, both procedural and substantive. Connecticut Corporation Law & Practice, Second Edition includes legislative history, major case law holdings and statutes, rules, and regulations governing the internal affairs of Connecticut corporations and limited liability companies, with special emphasis on such topics as mergers, tender offers, dissenter's rights, quorum and voting rights, directors' duties and liabilities, and the law governing foreign corporations.This book provides full coverage of a wide range of material within a coherent and cohesive structure, including detailed analysis and discussion of changes in Connecticut law, which will have a significant impact on the formation, organization, operation, management, and dissolution of Connecticut corporations; recent case law developments; and analysis and discussion of the Connecticut Business Corporat

This well-established and authoritative work is the most detailed reference source on the law relating to minority shareholders. As more and more legal emphasis is put on corporate governance, and as the influence of shareholder activism continues to grow, practitioners increasingly need a source of up-to-date and detailed information on the rights and remedies available to the minority. This is the only book to focus on this increasingly topical and important subject. This sixth edition features a new chapter on share purchase orders and valuation. There is expanded coverage of the relevant non-UK authorities, including cases from Hong Kong, Singapore, the British Virgin Islands, and Cayman. There is also more detailed analysis of shareholder agreements and related developments in contract law relevant to minority shareholders (e.g., arguments around implied terms and good faith). The new edition also covers significant developments in case law, such as Eclairs Group Ltd v JKX Oil & Gas plc.