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Reece Thomas & Ryan: The Law and Practice of Shareholders' Agreements, 5th Edition

Reece Thomas & Ryan: The Law and Practice of Shareholders' Agreements, 5th Edition

作者： Katherine Reece Thomas; Chris Ryan
出版商： LexisNexis U.K.
ISBN: 9781474317276
出版时间 December 2020
规格： Hardback , 600 pages
适应领域： U.K. ? 免责申明：
Countri(es) stated herein are used as reference only

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This popular, fully-updated title explains the law on shareholders' agreements in a clear and comprehensible style.

Now in its fifth 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 new edition will look at the effect of Brexit on shareholders' agreements including its competition law impact. The fast-moving changes brought about by the Covid-19 pandemic will be examined in particular those relating to signatures and execution of documents post covid, force majeure, cancellation, termination and financing issues. The effect of recent legislation on insolvency and directors' duties effected by the Corporate Insolvency and Governance Act will be explored.

For the first time, this edition will look at important decisions in commonwealth jurisdictions about shareholders agreements including decisions in Hong Kong and the Eastern Caribbean and BVI on reflective loss and the arbitrability of shareholder agreements (also considered in the Court of Appeal in Yegiazaryan v Smagin).

Other important recent English decisions to be considered include:
- The Supreme Court cases of Wells v Devani on existence of a contract and Rock Advertising Limited v MWB Business Exchange Centres Limited on consideration;
- The Court of Appeal case of First Tower Trustees Ltd and another v CDS (Superstores International) Ltd on exclusions of liability; and
- The High Court decision on interpretation and shareholders' agreements of United Co Rusal Plc v Crispian Investments Ltd (2018).
1. Intro/overview of CA 2006
2. Shareholders agreements and company law
3. Types of shareholders agreements
4. The formation of shareholders agreements: legal issues
5. The company and the shareholders agreement: legal issues
6. Minority protection
7. Enforcement and termination of shareholders agreements: the law
8. Competition issues
9. Joint ventures: practice
10. Venture capital: practice
11. Quasi-partnership agreements: practice
12. Precedent 1 - Joint venture agreement
13. Precedent 2 - Articles of association for use with joint venture agreement
14. Precedent 3 - Option agreement
15. Precedent 4 - Investment agreement
16. Precedent 5 - Articles of association for use with investment agreement
17. Precedent 6 - Shareholders agreement for quasi-partnership company
18. Precedent 7 - Articles of Association for quasi-partnership company
By Katherine Reece Thomas, Lecturer, City University; and Professor Chris Ryan, City University Consultant Editor: David Baylis, Norton Rose
By Katherine Reece Thomas, Lecturer, City University; and Professor Chris Ryan, City University Consultant Editor: David Baylis, Norton Rose

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Reece Thomas & Ryan: The Law and Practice of Shareholders' Agreements, 5th Edition

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