Table of contents
a) General introduction to law relating to company structure, the legal relationship between the company and the shareholders and the role of articles;
b) Outline of the law on shareholders' agreements, their purpose and effect;
c) The effect of Russell v Northern Bank on shareholders' agreements;
d) Step-by-step analysis of the drafting of a basic shareholders' agreement including coverage of: funding; voting; transfer of shares; management; taxation; deadlock and dispute resolution; termination;
e) How to tailor the basic agreement to accommodate the special needs of particular types of client;
f) How to draft articles to accompany the shareholders' agreements discussed in (d) and (e) with a consideration of registration requirements;
g) How to amend shareholders' agreements. Novations and assignments. A discussion of the rights of shareholders who are not parties;
h) What to do when it all goes wrong: Remedies in the event of breach of the shareholders' agreement. How to ensure compliance by the company - how to overcome Russell v Northern Bank;
I) The effect of the insolvency of a shareholder and insolvency of the company on the shareholders' agreement;
j) European implications and an analysis of the function of an EEIG;
k) A comparative study of shareholders' agreements and the relevant law in other jurisdictions with a special emphasis on certain US jurisdictions and a consideration of the problems created by having a foreign shareholder.