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Vol 23 No 5 May/June 2018

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Cover of Drafting Commercial Agreements

Drafting Commercial Agreements

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This book is now Out of Print.
A new edition has been published, the details can be seen here:
Joint Ventures and Shareholders' Agreements 5th ed isbn 9781784516925

Joint Ventures and Shareholders' Agreements 4th ed

ISBN13: 9781780433110
New Edition ISBN: 9781784516925
Previous Edition ISBN: 9781847663443
Published: September 2013
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Hardback & CD-ROM
Price: Out of print

Joint Ventures and Shareholders' Agreements concentrates on private joint venture companies established by two or more corporates.

It offers a one-stop general guide to the issues relevant in structuring and negotiating agreements between two or more shareholders in any type of private company, be they corporate, individuals, institutional investors or a combination of these. Whilst the emphasis is on corporate vehicles, consideration is also given to certain aspects of non-corporate joint ventures with a comparison between various different types of venture.

Designed specifically to be a working guide, Joint Ventures and Shareholders' Agreements 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.

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:-

  • Determine the key issues involved
  • Take effective instructions
  • Draft good documentation using the precedents provided
The fourth edition covers all major changes relevant to the field of joint venture and shareholder agreements including: New UK merger guidance; Enterprise and Regulatory Reform Bill (it is currently a BiIl, but is expected to become an Act in 2013); EU Horizontal Agreements Guidelines; Article 101 TFEU and Competition Act 1998 update; Entrepreneur's relief and other tax law changes; Finance Act 2012.

Commercial Law, Company Law
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:
Case study 1 - Caspian Pipeline Consortium ('CPC')
Case study 2 - UK property joint venture
Case study 3 - International joint venture
Precedent 1 - Checklist of issues for consideration when establishing a UK incorporated joint venture company
Precedent 2 - Heads of agreement
Precedent 3 - Shareholders' agreement
Precedent 4 - Articles of Association
Precedent 5 - International joint venture agreement
Precedent 6 - Support agreement
Precedent 7 - Limited liability partnership deed.