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Chitty on Contracts 34th ed: Volumes 1 & 2

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Joint Ventures and Shareholders' Agreements 6th ed


ISBN13: 9781526516084
Previous Edition ISBN: 9781784516925
To be Published: November 2021
Publisher: Bloomsbury Professional
Country of Publication: UK
Format: Hardback
Price: £170.00



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

Subjects:
Commercial Law, Company Law
Contents:
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