Joint Ventures and Shareholders' Agreements

Joint Ventures and Shareholders' Agreements
Author: Susan Singleton
Publisher:
Total Pages:
Release: 2017
Genre: Corporations
ISBN: 9781784516949

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: Small Business, Enterprise and Employment Act 2015 (including the official guidance on new register of Persons of Significant Control (PSC Register) Latest tax rates and changes (including corporation and capital gains tax 2017/18 and entrepreneurs' relief) EU merger law changes (including the mergers simplification package and UK merger law changes) 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.

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

The Law and Practice of Shareholders' Agreements in National and International Joint Ventures: Common and Civil Law Uses
Author: Ronald Charles Wolf
Publisher: Kluwer Law International
Total Pages: 0
Release: 2014
Genre: Law
ISBN: 9789041147677

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.

Model Joint Venture Agreement with Commentary

Model Joint Venture Agreement with Commentary
Author:
Publisher: American Bar Association
Total Pages: 508
Release: 2006
Genre: Joint ventures
ISBN: 9781590313121

This comprehensive resource provides a complete draft of a Model Joint Venture Agreement based on a hypothetical fact pattern. Also, provided is incisive commentary explaining the meaning and function of each provision. A checklist is included addressing the issues surrounding the formation of the Joint Venture and the ongoing legal rights and obligations between the parties. The Agreement plus other related documents are replicated on a companion CD-ROM and ready for tailoring to your transaction.

Joint Ventures and Shareholders' Agreements

Joint Ventures and Shareholders' Agreements
Author: Susan Singleton
Publisher: Tottel Publishing
Total Pages: 0
Release: 2013
Genre: Corporations
ISBN: 9781780433110

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 Bill (it is currently a BiIl, but is expected to become an Act in 2013); EU Horizontal Agreements Guidelines; Article 101 TFEU and Competition Act 1998 update; Entrepreneur s relief and other tax law changes; Finance Act 2012. Previous edition ISBN- 9781847663443

The Oxford Handbook of Corporate Governance

The Oxford Handbook of Corporate Governance
Author: Mike Wright
Publisher: OUP Oxford
Total Pages: 832
Release: 2013-03-28
Genre: Business & Economics
ISBN: 0191649368

The behavior of managers-such as the rewards they obtain for poor performance, the role of boards of directors in monitoring managers, and the regulatory framework covering the corporate governance mechanisms that are put in place to ensure managers' accountability to shareholder and other stakeholders-has been the subject of extensive media and policy scrutiny in light of the financial crisis of the early 2000s. However, corporate governance covers a much broader set of issues, which requires detailed assessment as a central issue of concern to business and society. Critiques of traditional governance research based on agency theory have noted its "under-contextualized" nature and its inability to compare accurately and explain the diversity of corporate governance arrangements across different institutional contexts. The Oxford Handbook of Corporate Governance aims at closing these theoretical and empirical gaps. It considers corporate governance issues at multiple levels of analysis-the individual manager, firms, institutions, industries, and nations-and presents international evidence to reflect the wide variety of perspectives. In analyzing the effects of corporate governance on performance, a variety of indicators are considered, such as accounting profit, economic profit, productivity growth, market share, proxies for environmental and social performance, such as diversity and other aspects of corporate social responsibility, and of course, share price effects. In addition to providing a high level review and analysis of the existing literature, each chapter develops an agenda for further research on a specific aspect of corporate governance. This Handbook constitutes the definitive source of academic research on corporate governance, synthesizing studies from economics, strategy, international business, organizational behavior, entrepreneurship, business ethics, accounting, finance, and law.

Stockholders' Agreements Line by Line

Stockholders' Agreements Line by Line
Author: Jeffrey R. Patt
Publisher: Aspatore Books
Total Pages: 212
Release: 2011
Genre: Law
ISBN: 9780314279347

Written by experienced corporate attorneys, Stockholders Agreements Line by Line provides a practical approach to understanding the issues involved in drafting and negotiating a stockholders agreement. Participants in a closely-held corporation often use a stockholders agreement to establish an understanding among themselves and the corporation as to the corporations governance, special approval rights, information and access rights, transfer rights and restrictions, and rights to participate in future capital raises and sale transactions. This book analyzes a sample agreement from the perspective of each of the parties involveda control investor, a co-investor, a lender, and management. The authors offer guidance on negotiating positions commonly taken by the different parties to the agreement and address the remedies that each party might seek to protect its rights. Stockholders Agreements Line by Line is a valuable resource for anyone who has ever negotiated a stockholders agreement, as well as for any party who is about to enter into such an agreement. This book contains a CD-Rom that features the PDF and Word versions of the final text of the book, which enables readers to manipulate the contract.

Joint Ventures

Joint Ventures
Author:
Publisher: American Bar Association
Total Pages: 156
Release: 2006
Genre: Law
ISBN: 9781590317006

Joint Ventures: Antitrust Analysis of Collaborations Among Competitors is the first book to provide a comprehensive analysis of antitrust joint venture law in the immediate aftermath of the Supreme Court's landmark Dagher decision. It reviews antitrust principles applicable to joint ventures and other competitor collaborations, taking into account relevant statutory and case law as well as government guidelines and enforcement practices.

Joint Ventures and Shareholders' Agreements

Joint Ventures and Shareholders' Agreements
Author: Susan Singleton
Publisher: Bloomsbury Publishing
Total Pages: 626
Release: 2021-11-30
Genre: Law
ISBN: 1526516098

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.

Model Rules of Professional Conduct

Model Rules of Professional Conduct
Author: American Bar Association. House of Delegates
Publisher: American Bar Association
Total Pages: 216
Release: 2007
Genre: Law
ISBN: 9781590318737

The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.