The Law and Practice of Shareholders' Agreements in National and International Joint Ventures. Common and Civil Law Uses.
- defending minority interests;
- shareholder control techniques and options;
- share transfer restrictions;
- devices for permitting transfers or obligating purchases of equity interests;
- maintaining a desired equilibrium amongst the joint venturers;
- resolving situations with the entry of new shareholders;
- dispute resolution;
- resolving deadlocks;
- providing for succession;
- limiting the powers of the board of directors;
- remedies for breach of the agreement;
- valuation of shares;
- exit strategies; and
- choice of law and forum clauses
|Resources||Table of Contents|
|Product Line||Kluwer Law International|
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.
Table of Cases.