Full Description
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 considerationsA discussion of the nature of joint ventures and shareholders' agreementsFinancing the ventureTax and accounting considerations for UK corporate joint venturesRegulatory mattersEmployment and pension issuesKey issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreementsDeadlock and minority protectionVoting rights and board representationRestrictive covenantsJoint ventures and shareholders' agreements in practiceArticles of associationTransfers of assetsEU and UK Competition law including Brexit issues
Contents
Part A Preliminary considerations1 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' agreements13 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 practice24 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
