Bloomsbury Professional Joint Ventures and Shareholders' Agreements

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 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 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