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Vol 21 No 9 Sept/Oct 2016

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Goode on Commercial Law

Edited by: Ewan McKendrick
Price: £170.00

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The Law and Practice of Shareholders' Agreements in National and International Joint Ventures: Common and Civil Law Uses

ISBN13: 9789041147677
Published: May 2014
Publisher: Kluwer Law International
Country of Publication: The Netherlands
Format: Hardback
Price: £172.00

In stock.

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. Practitioners will find detailed guidance through such drafting and practice considerations as the following:-

  • defending minority interests;
  • shareholder control techniques and options;
  • share transfer restrictions;
  • devices for permitting transfers or obligating purchases of equity interests;
  • maintaining a desired equilibrium amongst the joint venturers;
  • resolving situations with the entry of new shareholders;
  • dispute resolution;
  • arbitration;
  • resolving deadlocks;
  • providing for succession;
  • limiting the powers of the board of directors;
  • remedies for breach of the agreement;
  • valuation of shares;
  • exit strategies; and
  • choice of law and forum clauses

      With abundant sample clauses and ready-to-adapt forms, the book puts into the hands of counsel all the material needed to ensure the valid drafting of a shareholders’ agreement, as well as alerting practitioners to problems likely to arise and their solutions before litigation erupts.

      This is a peerless, unique compendium through the labyrinth of the shareholders’ agreement and its use in national and international joint ventures. In addition, beyond its immeasurable practical guidance for business lawyers, the book will appeal to jurists and legal academics for its unified theory of the shareholders’ agreement which document is but one source of a multitude of rights encompassing the shareholder, the company and society.

      The shareholders´ agreement may be seen as the lawyer’s tool to correct the incongruities of corporate law; the occasional judicial lapses; the failure to adapt past jurisprudence to current economic realities; and to put into the hands of the shareholders the control of the assets contributed by them.

Commercial Law, Company Law
INTRODUCTION The Close Corporation and The Shareholders’ Agreement.
CHAPTER 1 The Multiple Varieties of Shareholder Control.
CHAPTER 2 Shareholder Control Realized through Articles of Incorporation or the Shareholders’ Agreement.
CHAPTER 3 Drafting Suggestions for Shareholder Control. C
HAPTER 4 International Joint Ventures and Shareholder Control.
CHAPTER 5 The Contractual Theory of the Shareholders’ Agreement.
CHAPTER 6 Common Law, Statutory, and Civil Law Definitions of Shareholders’ Agreement.
CHAPTER 7 General Drafting Suggestions for Shareholders’ Agreements.
CHAPTER 8 Drafting Suggestions for Transfer Restrictions in Shareholders’ Agreements.
CHAPTER 9 How the Shareholders’ Agreement Functions in International Joint Ventures. C
HAPTER 10 The Basic Elements of the Shareholders’ Agreement.
CHAPTER 11 Drafting Suggestions for Basic Shareholders’ Agreement.
CHAPTER 12 International Joint Ventures & Special Clauses in the Shareholders’ Agreement.
CHAPTER 13 Controlling the Board of Directors.
CHAPTER 14 Drafting Suggestions for Controlling the Board of Director.
CHAPTER 15 International Joint Ventures and Controlling the Board of Directors.
CHAPTER 16 Restrictions on the Transfer of Shares.
CHAPTER 17 Drafting Suggestions for Share Transfer Restrictions.
CHAPTER 18 International Joint Ventures and Transfer Restrictions.
CHAPTER 19 Rights of the Minority Shareholder.
CHAPTER 20 Drafting Suggestions: Expanding Adversary Rights for the Minority Shareholder.
CHAPTER 21 International Joint Ventures and Shareholder Dissension.
CHAPTER 22 The End of the Shareholders’ Agreement Breach and Remedies.
CHAPTER 23 International Joint Ventures and the End of the Shareholders’ Agreement.

APPENDIX I Shareholders’ Agreement Checklist.
APPENDIX II Checklist International Joint Venture Integrated with Shareholders’ Agreement.
APPENDIX III Forms for the Practitioner.
APPENDIX IV Shareholders’ Agreements.
Table of Cases.