Buch, Englisch, 480 Seiten
With Multiple Clauses and Forms for the Practitioner
Buch, Englisch, 480 Seiten
ISBN: 978-90-411-4767-7
Verlag: Wolters Kluwer
The formation of a small or medium private joint venture company is invariably preceded by, or is coincident with, the execution of a shareholders舗 agreement, an indispensable legal document used throughout the law practice as the most efficient means to protect the minority shareholder; to ensure a more direct shareholder control over management; and to safeguard the aspirations of each shareholder.
The proper drafting of such agreements demands counsel have expertise in the laws of contract, corporation, shareholder control, minority shareholder rights, investor protection, corporate governance, distribution of power, control over the board of directors, management restraints, exit strategies, equity, and judicial remedies, as a short list illustration.
This intensely practical book is dedicated to the shareholders舗 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舗 agreement 舒 the common law closely held corporation, the common law limited liability company, and the civil law limited liability company 舒 in all the many varieties of each. Practitioners will find detailed guidance through such drafting and practice considerations as the following:
Autoren/Hrsg.
Fachgebiete
Weitere Infos & Material
Preface.
Acknowledgements.
INTRODUCTION The Close Corporation and The Shareholders’ Agreement.
CHAPTER 1 The Multiple Varieties of Shareholder Control.
CHAPTER 2 Shareholder Control Realized through Articles of Incorporation or the Shareholders’ Agreement.
CHAPTER 3 Drafting Suggestions for Shareholder Control.
CHAPTER 4 International Joint Ventures and Shareholder Control.
CHAPTER 5 The Contractual Theory of the Shareholders’ Agreement.
CHAPTER 6 Common Law, Statutory, and Civil Law Definitions of Shareholders’ Agreement.
CHAPTER 7 General Drafting Suggestions for Shareholders’ Agreements.
CHAPTER 8 Drafting Suggestions for Transfer Restrictions in Shareholders’ Agreements.
CHAPTER 9 How the Shareholders’ Agreement Functions in International Joint Ventures.
CHAPTER 10 The Basic Elements of the Shareholders’ Agreement.
CHAPTER 11 Drafting Suggestions for Basic Shareholders’ Agreement.
CHAPTER 12 International Joint Ventures & Special Clauses in the Shareholders’ Agreement.
CHAPTER 13 Controlling the Board of Directors.
CHAPTER 14 Drafting Suggestions for Controlling the Board of Director.
CHAPTER 15 International Joint Ventures and Controlling the Board of Directors.
CHAPTER 16 Restrictions on the Transfer of Shares.
CHAPTER 17 Drafting Suggestions for Share Transfer Restrictions.
CHAPTER 18 International Joint Ventures and Transfer Restrictions.
CHAPTER 19 Rights of the Minority Shareholder.
CHAPTER 20 Drafting Suggestions: Expanding Adversary Rights for the Minority Shareholder.
CHAPTER 21 International Joint Ventures and Shareholder Dissension.
CHAPTER 22 The End of the Shareholders’ Agreement Breach and Remedies.
CHAPTER 23 International Joint Ventures and the End of the Shareholders’ Agreement.
APPENDIX I Shareholders’ Agreement Checklist.
APPENDIX II Checklist International Joint Venture Integrated with Shareholders’ Agreement.
APPENDIX III Forms for the Practitioner.
APPENDIX IV Shareholders’ Agreements.
Bibliography.
Table of Cases.
Index.
