Shareholders Agreements- Fifth Edition

Description:

BOOK REVIEW

SHAREHOLDERS’ AGREEMENTS

Fifth Edition

Sean FitzGerald and Graham Muth

ISBN: 978-0-421-93230-2

Sweet & Maxwell

www.sweetandmaxwell.co.uk

YES - IT’S THAT COMPANIES ACT (2006) TIME AGAIN! AND THIS TIME ALL ABOUT SHAREHOLDERS’ AGREEMENTS

An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers

Shareholders’ agreements are governed by the law of contract, unlike articles of association primarily regulated by statutes. This is a definitive work of legal reference in 600 pages, and ‘Shareholders’ Agreements’ focuses exclusively to those agreements predominantly made between the shareholders of private companies. It doesn’t cover the law or practice in relation to public companies. If you are involved in shareholders’ agreements, namely drafting them, you need this book.

In the new 5th edition, you are guided logically through the relevant changes in this area implemented by the Companies Act 2006, including the precedents and commentary which pertain to these changes.

Of course the whole point of agreements – including shareholders’ agreements – is to set out terms, then formally documenting them with a view to preventing future disputes. How much better to thrash out terms prior to an agreement than to find oneself in a miasma of dispute resolution afterward.

In the case of shareholders’ agreements, the interested parties get together to discuss, then arrive, hopefully, at a clear understanding of what is expected of them in any situation which is likely to transpire, with the consequent decisions emerging as a shareholders’ agreement.

Which is why, as FitzGerald and Muth explain, ’the majority of this book is concerned with the practical aspects of documenting the relationship between shareholders, rather than the law and procedure governing the resolution of disputes’.

There are 12 chapters, 8 sets of precedents and an appendix on Private Model Articles and Table A which provides practical guidance on the nature and effect of shareholders’ agreements. The work offers in-depth analysis of their key components including:

• Analyses of the reforms introduced by the Companies Act 2006 and the ramifications of the Act on the articles of association



• Discussions of the elements of joint ventures and property joint ventures together with information on tax considerations

• Explanation of boilerplate provisions

• Detailed drafting notes, a precedent option agreement and warrant and much, much more.

With the introduction of the Companies Act 2006, company law has undergone its most radical overhaul since 1948, as the authors point out in the preface, which has led to significant changes, including new concepts and relaxations in the law.

This is an invaluable reference for company law practitioners will therefore enable you to draft shareholders’ agreements with even greater confidence and authority.

Usefully, the book provides a glossary, a list of definitions and tables of cases, statutes and statutory instruments directly relevant to all in this fascinating sector of law which is stated as at October 2009 so it’s another one of those Companies Act 2006 times again, and just what we need for a modern view on shares so well explained by FitzGerald & Muth with tremendous backing from Cobbetts.

ISBN: 978-0-421-93230-2