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 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.

International Handbook on Shareholders ́ Agreements

International Handbook on Shareholders ́ Agreements
Author: Sebastian Mock
Publisher: Walter de Gruyter GmbH & Co KG
Total Pages: 692
Release: 2018-05-07
Genre: Law
ISBN: 3110517027

Shareholders ́ Agreements have a growing influence on the general understanding of corporate law since they bind not only the shareholders but also affect the constitution of the corporation and can have a severe impact on capital markets. Therefore, Shareholders ́ Agreements are more and more subject to regulation in corporate, capital market and also insolvency law on the national, the European and the international level. This handbook provides a general examination of conceptual questions of Shareholders ́ Agreements and provides an analysis of the regulation of Shareholders ́ Agreements in European and international law and of the national law of more than 20 jurisdictions. Readers will get a general understanding of the theoretical and practical problems involved with Shareholders ́ Agreements and detailed information on the regulation of Shareholders ́ Agreements in several jurisdictions and the applicable law in the case of transnational corporations and cross-border transactions.

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.

Shareholder Agreements

Shareholder Agreements
Author: David Hughes
Publisher: The Endless Bookcase Ltd
Total Pages: 58
Release: 2015-12-18
Genre: Business & Economics
ISBN: 1908941545

A good shareholder agreement is like a fence at the top of a cliff, which stops company owners from falling over the edge and into the hands of lawyers who wait in the ambulance parked beside the rocks below. This book explains in easy to understand language what a shareholder agreement does, the common clauses it contains and when it is best to put one in place. Most client meetings for shareholder agreements follow a familiar script. Company owners ask similar questions, have common worries, want to achieve matching outcomes and, in response, the same answers are given. The result is 'Shareholder Agreements: the 30 minute guide', which explains the typical issues that arise when company owners want to put in place a share-holder agreement and how to overcome them. The aim of this book is to demystify shareholder agreements for business advisers and accountants who often become the first contact for company owners with a question about making a shareholder agreement. This book will also be helpful for company owners who feel comfortable building their own shareholder agreement from a template they have purchased. By the time you have read this book you will understand how a Shareholder Agreement will protect company owners against unexpected life events, why a Shareholder Agreement is sometimes called a ‘Business Will’ and what to ask your lawyer when you are ready to put in place your own Shareholder Agreement.

The Responsible Shareholder

The Responsible Shareholder
Author: Bottomley, Stephen
Publisher: Edward Elgar Publishing
Total Pages: 232
Release: 2021-11-09
Genre: Law
ISBN: 1800373406

Examining the role of shareholders in modern companies, this timely book argues that more should be expected of shareholders, both morally and legally. It explores the privileged position of shareholders within the corporate law system and the unique rights and duties awarded to them in contrast to other corporate actors. Introducing the concept of shareholders as responsible agents whose actions and inactions should be judged on that basis, Stephen Bottomley unites a number of distinct corporate governance discussions including stewardship, activism and shareholder liability.

The Law and Practice of Shareholders' Agreements

The Law and Practice of Shareholders' Agreements
Author: Katherine Reece Thomas
Publisher:
Total Pages: 539
Release: 2009
Genre: Contracts
ISBN: 9781405744508

Now in its third edition, this popular, fully-updated title explains the law on shareholders' agreements in a clear and comprehensible style. It guides the reader through a typical transaction, highlighting the commercial issues facing the client and ultimately the solicitor as draftsman. It examines how a shareholders' agreement can be unravelled in the event of insolvency or other reason for termination. The CD-ROM includes all the precedents, which have been developed and updated. New to this edition:* Reforms made by the Companies Act 2006 following full implementation to a range of relevant topics including meetings, shareholder remedies, Model Articles of Association, directors' duties and electronic communications* Changes in insolvency law and practice affecting shareholders' agreements - especially of note with the tightening of credit conditions, escalation of costs and more businesses fearing insolvency * Other important areas such us proxies, tax issues relating to the Finance Act 2006, recent case law (e.g. Gamlestaden v Baltic and Bookmakers Afternoon v Amalgamated Racing and Re Neath Rugby Club)* New precedents relating to quasi-partnership companies

Buy-Sell Agreements for Closely Held and Family Business Owners

Buy-Sell Agreements for Closely Held and Family Business Owners
Author: Z. Christopher Mercer
Publisher:
Total Pages: 272
Release: 2010-08
Genre: Business & Economics
ISBN: 9780982536438

Buy-sell agreements are among the most common yet least understood business agreements and many are destined to fail to operate like the owners expect. Many, in fact, are ticking time bombs, just waiting for a trigger event to explode. If you are a business owner or are an adviser to business owners, this book is designed for you, providing a road map for business owners to develop or improve their buy-sell agreement.

The Shareholder Value Myth

The Shareholder Value Myth
Author: Lynn Stout
Publisher: Berrett-Koehler Publishers
Total Pages: 151
Release: 2012-05-07
Genre: Business & Economics
ISBN: 1605098167

An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute