Designed specifically to be a working guide, this is a complete resource for all issues related to joint ventures and shareholders' agreements.
This title provides practitioners with the starting point in drafting joint venture documents and minimises the likelihood that a key issue, with potentially significant ramifications, will be overlooked. It identifies the central issues involved in joint venture transactions to ensure good drafting and includes precedents, case studies and checklists.
The Seventh Edition includes:
- Updates on the implementation of the National Security and Investment Act 2021 and Investment Security Unit (ISU) of the Cabinet Office including more than 1000 notifications under the legislation and 2024 proposed changes to the regime
- Changes to tax law arising from the latest Finance Acts
- Changes to transparency and overseas' entity legislation and new Companies House changes (2024) in the Economic Crime and Corporate Transparency Act 2023
- New case law on warranties and indemnities, liability and duties including
- Digital access to the precedents: these are available for you to download, adapt and use in your contracts whilst following the commentary guidance.
Written by a renowned expert in this area of law, the new edition is an invaluable resource for commercial lawyers, company lawyers, in-house counsel, accountants, company secretaries, company directors, competition law practitioners, employment law practitioners and tax practitioners.
This title is included in Bloomsbury Professional's Company and Commercial Law online service.
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 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 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
Available as an Accompanying Electronic Download
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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