Joint Ventures and Shareholders' Agreements

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 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' 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 and precedents: Case study 1 - Caspian Pipeline Consortium ('CPC'); Case study 2 - UK property joint venture; Case study 3 - International joint venture; 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.