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Vol 21 No 10 Oct/Nov 2016

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Joint Ventures and Shareholders' Agreements 5th ed


ISBN13: 9781784516925
Previous Edition ISBN: 9781780433110
To be Published: August 2017
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Hardback & CD-ROM
Price: £150.00 + £15.00 VAT



Joint Ventures and Shareholder's Agreements is an authoritative guide to the law and practice in this core area of corporate law. Distinctly practical and accessible in style, the book features case studies, precedents and checklists. The expert knowledge and insight enables users to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using the precedents provided.

Joint Ventures and Shareholder's Agreements advises on how to structure and negotiate joint ventures and shareholders' agreements for any type of private company, whether with corporate, individual or institutional investors or a combination of these. It offers practical tips, highlights the key commercial considerations and provides time-saving flowcharts and checklists which are invaluable when drafting agreements.

Designed specifically to be a working guide, this unique text delivers guidance, insight and expert knowledge ensuring that the user has the advantage in any joint venture transaction, by enabling them to:

  • Determine the key issues involved<
  • Take effective instructions
  • Draft good documentation using the precedents provided
The new edition includes the following updates and changes:

  • Company law developments including the Small Business, Enterprise and Employment Act 2015 and its provisions and the official guidance relating to the new register of Persons of Significant Control (PSC Register)
  • Latest tax rates and changes including to corporation and capital gains tax 2016/17 and changes to entrepreneurs' relief
  • EU merger law changes including the mergers simplification package and UK merger law changes.
The precedents are included on an accompanying CD-ROM.

Subjects:
Commercial Law, Company Law
Contents:
PART A: PRELIMINARY CONSIDERATIONS
Chapter 1: Introduction
Chapter 2: Matching the aims and expectations of the parties
Chapter 3: The contributions of the parties the joint venture
Chapter 4: Employment and pension issues in UK based joint ventures
Chapter 5: Share incentive schemes in UK joint venture companies
Chapter 6: Finaning a corporate joint venture in the UK
Chapter 7: Tax considerations for UK joint ventures
Chapter 8: Accounting considerations for UK corporate joint ventures
Chapter 9: Application of EC competition law to joint ventures
Chapter 10: UK competition law applying to joint ventures
Chapter 11: Other regulatory matters in the UK
Chapter 12: UK limited liability partnerships

PART B: KEY ISSUES IN STRUCTURING AND DRAFTING UK CORPORATE JOINT VENTURE DOCUMENTATION AND SHAREHOLDERS' AGREEMENTS
Chapter 13: Deadlock companies in English company law
Chapter 14: Minority protection under English company law
Chapter 15: Typical minority vetoes
Chapter 16: Directors of UK companies
Chapter 17: Termination and its consequences
Chapter 18: Pre-termination put and call options
Chapter 19: Pre-emption rights on share transfers
Chapter 20: Purchase and redemption of shares by a UK company
Chapter 21: Sale or initial public offering of the company
Chapter 22: Share valuation provisions
Chapter 23: Dispute resolution

PART C: JOINT VENTURES AND SHAREHOLDERS' AGREEMENTS IN PRACTICE
Chapter 24: Establishing and documenting a UK corporate joint venture
Chapter 25: Due diligence, warranties and indemnities
Chapter 26: Considerations relating to joint ventures and shareholders' agreements involving UK tax resident individuals
Chapter 27: Special considerations for private equity funds, venture capitalists and other equity providers
Chapter 28: International joint ventures

PART D: CASE STUDIE AND PRECEDENTS