1-11 of 11 Results

  • Keyword: shareholders’ agreements x
Clear all

Chapter

This chapter considers shareholders’ agreements. It discusses the advantages of a shareholders’ agreement; drafting a shareholders’ agreement; legal limits on the use of shareholders’ agreements; and enforcing the agreement.

Chapter

This chapter considers shareholders’ agreements. It discusses the advantages of a shareholders’ agreement; drafting a shareholders’ agreement; legal limits on the use of shareholders’ agreements; and enforcing the agreement.

Chapter

This chapter discusses: members’ rights and duties under the Companies Act 2006 and the company’s constitution; the problems in dividing power between the company’s members and directors, and the consequences of that division; the rules of interpretation that apply to constitutional documents; the practical exercise of the decision-making powers given to members, including the formalities of meetings and the possibility of informal agreements; the legal constraints on the exercise of power by shareholders; and the enforcement of the constitution by the members, and their potential use of shareholders’ agreements to achieve what they cannot achieve via the articles.

Chapter

The most important minority shareholder remedy is the unfairly prejudicial petition under Companies Act 2006 (CA 2006), s 994. This chapter examines petitioning on the grounds of unfair prejudice; the boundaries to unfairly prejudicial conduct; the court’s power to grant relief; and petitioning for a winding-up order on the just and equitable ground under IA 1986, s 122(1)(g). The extensive case law on the section is considered in detail. The courts look to breaches of the terms on which the business should be conducted including breaches of the CA 2006, but also breaches of the agreements underlying the parties’ relationships. Such underlying commitments are most commonly found in quasi-partnerships. The chapter examines the quasi-partnership in detail. The remedy most commonly provided by the court is a purchase order and the chapter looks at the valuation issues around such orders. It also considers the alternative remedy of a winding up on the just and equitable ground.

Chapter

This chapter focuses on the company constitution. Every company is required to have articles of association. Model forms of articles are provided for public and private companies limited by shares, and any company may adopt all or any of the provisions of the relevant model articles for that type of company. The remainder of the chapter covers the content of the articles, amending the articles, interpreting the articles, enforcing the articles, and shareholders' agreements.

Chapter

This chapter discusses: members’ rights and duties under the Companies Act 2006 and the company’s constitution; the problems in dividing power between the company’s members and directors, and the consequences of that division; the rules of interpretation that apply to constitutional documents; the practical exercise of the decision-making powers given to members, including the formalities of meetings and the possibility of informal agreements; the legal constraints on the exercise of power by shareholders; and the enforcement of the constitution by the members, and their potential use of shareholders’ agreements to achieve what they cannot achieve via the articles.

Chapter

This chapter focuses on the company constitution, essentially the articles of association. The chapter covers the need for articles (including the adoption of the model articles), amending the articles, interpreting the articles, enforcing the articles, and shareholders’ agreements. It particularly considers the extent to which shareholders can alter the articles and the common law limits to the power to do so. Altering the articles to allow for the compulsory transfer of members’ interests is also considered. Interpreting the articles and enforcing the statutory contract created is addressed. Shareholder agreements can provide better protection for shareholders and the chapter considers how they can supplement the company's articles.

Chapter

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter discusses the company’s constitution, which can be a popular area for examination questions. The chapter focuses on the company’s articles of association, considering in particular alteration of the articles and the legal effect of the articles (the ‘statutory contract’). The chapter also considers shareholder agreements, which are often used as a supplement to the company’s constitution.

Chapter

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the historical reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

Chapter

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter discusses the constitution of the company, with emphasis on the articles of association. It first outlines the operation of the memorandum and the articles before turning to the law surrounding the contract of membership under s 33 of the Companies Act 2006. It then considers some elements of corporate theory in relation to the articles of association, contract between the company and the members, contract between the members, the question of who is entitled to sue to enforce the s 33 contract, and the issue of outsider rights with respect to the s 33 contract. The chapter also looks at the historical reforms proposed by the Company Law Review Steering Group for the Companies Act 2006 and concludes by analysing the effects of shareholder agreements on the statutory obligation of the company.

Chapter

Where a company has a controlling or a small group of controlling shareholders, the non-controlling shareholders are at risk that the controllers will extract private benefits of control at the expense of the non-controllers. UK company law contains a wide range of techniques for addressing this issue, some more effective than others. This chapter begins by examining the various ways in which well-advised investors can contract for protection before they enter the company and how the law protects the agreements reached. The second part discusses rights to exit the company upon the occurrence of certain events. The third part discusses disclosure rights, designed to bring self-dealing transactions into the open. The fourth focuses on ways of structuring the board or shareholder body when the decision before it carries a high risk of self-dealing. The final part considers cases where the courts review the substantive fairness of the controllers’ conduct, notably, but not only, the provisions on ‘unfair prejudice.