By Susan Singleton
The first three editions were written by Simmons & Simmons (all paperback editions and without CD-Roms).
Joint Ventures & Shareholders' Agreement, 4th Edition, 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 useful case studies, precedents and checklists. The expert knowledge and insight enables readers to identify the central issues involved In joint venture transactions, take effective instructions and draft good documentation using the precedents provided.
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 4ed 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
Joint Ventures & Shareholders' Agreements is an invaluable resource for corporate lawyers, other legal practitioners. In-house counsel, accountants, company secretaries and company directors, as well as, tax, employment law and competition law practitioners will also benefits the up-to-date guidance in this text.
Part A: Preliminary Considerations. 1. Introduction. 2. Matching the aims and expectations of the parties. 3. The contributions of the parties to the venture. 4. Employment and pensions in UK based joint ventures. 5. Share option and share incentive schemes in UK joint venture companies. 6. Financing the venture in the UK. 7. Tax considerations for UK corporate joint ventures. 8. Accounting considerations for UK corporate joint ventures. 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 partnership.
Part B: Key issues in structuring and drafting UK corporate joint venture documentation and shareholder 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 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 including individuals. 27. Special considerations for venture capitalists and other equity providers. 28. International joint ventures.
Part D: Case studies and Precedents.