Drafting Shareholders' Agreements - A Guide to the Key Issues

Introduction

Forming a private company by adopting the model articles of association is easy - but is it enough?

The process of running a limited company and its business will involve a lot of issues which the people involved can all too easily fall out over.

The solicitor's task in advising on a shareholders' agreement involves identifying the likely areas of conflict, getting the parties to think through their ideal solution and documenting that solution, partly just so that there is a written record and partly to provide a series of fall-backs if the parties fall out.

Delivered in 2 parts, this 5 hour virtual classroom session looks at the key issues, the problems that need to be addressed and the drafting skills involved in relation to shareholders' agreements for the typical quasi-partnership company. The session will be interactive, based around realistic case studies and incorporating specific drafting suggestions and precedents.

What You Will Learn

This live and interactive session will cover the following:

• How to document 'the entire agreement and understanding' between the parties
• Pre-emption rights for shares: avoiding the pitfalls of the standard precedent
• Deemed transfers and defining good and bad leavers
• Controlling the leavers - drafting enforceable non-compete provisions
• Matters requiring consent - the shopping list and what is and isn't important
• Who owns what, and who controls what?
• Model articles - are they fit for purpose?
• Who is doing what? The role of service agreements
• 'How do we get our money out?' - wages, dividends and benefits

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.