Joint ventures and shareholders' agreements
著者
書誌事項
Joint ventures and shareholders' agreements
Bloomsbury Professional, c2013
4th ed
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注記
Includes bibliographical references and index
内容説明・目次
内容説明
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: 1. Determine the key issues involved; 2. Take effective instructions; 3. 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 Act 2013; Article 101 TFEU and Competition Act 1998 update; Entrepreneur's relief and other tax law changes; Finance Act 2012. Previous edition ISBN: 9781847663443
目次
- 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.
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