Shareholder & Joint Venture Arrangements
Advising on and negotiating shareholders’ agreements – often a “must have” where there is more than one shareholder - is something we do on almost a daily basis, particularly for our owner-managed business clients.
The setting up of a joint venture involves consideration of:
- contractual structures
- corporate and/or LLP vehicles
- tax efficient structuring
Joint ventures often provide the appropriate solution and structure for a specific business venture. We help in the choice of the appropriate joint venture vehicle and deal with its tax efficient structuring, associated funding and member arrangements.
Our work includes:
- drafting shareholder and joint venture agreements
- advising on minority protections
- articles of association
- joint venture choice and structuring
Establishing a business presence in the UK13 May 2019
If you are a non-UK corporate body and you wish to establish a business presence in the UK, this brief guide covers the main issues you need to consider.
Penalty appeal kicked into touch - Nosworthy v Instinctif Partners Ltd24 April 2019
A court has recently upheld the actions of an employer (IP) which enforced bad leaver provisions contained in its articles of association (Articles). Those provisions required a resigning employee (N) to transfer her shares for minimal consideration and forfeit her loan notes.
Can / should someone who is not a director be invited to join a committee of the board?13 December 2018
Even if a company’s articles of association permit a committee of the board of directors of a company to comprise or include persons who are not directors, is it sensible for such a committee to be appointed? Are there benefits? This article explores this question.
Why have tailored articles of association and even a shareholders agreement13 December 2018
If you are setting up a company with your business partner, you may be tempted to rely solely on the statutory default articles of association for private companies limited by shares (the Model Articles) to govern the internal procedures of the company, and the corporate relationship between you. These notes show why you really should consider having articles that are tailored to your circumstances, and even a shareholders’ agreement, between you and your partner - even if you wouldn’t dream of falling out with him or her.
Bad leaver provisions enforceable as not penalties03 August 2018
In the recent case of Signia Wealth Limited v Vector Trustees Limited, the court held that the company’s bad leaver provisions (pursuant to which a leaving shareholder was compelled to sell their shares for less than their value) did not fall foul of the penalty doctrine and were therefore enforceable.
Court implies duty of good faith in “relational” contract26 June 2018
The courts may be more willing to imply a duty of good faith into joint venture agreements, following a recent High Court case.
What makes a company a quasi-partnership?20 March 2018
Lord Wilberforce’s observation that “a company, however small, however domestic, is not a partnership…” indicates that there are clear distinctions between even the smallest companies and partnerships. However, case law has shown that in some instances the court has been willing to deem companies “quasi” or “in substance” partnerships.
Lewis Silkin advises StoryFirst on joint venture with Pinewood Group plc26 January 2016
Lewis Silkin has advised StoryFirst PST Limited, the independent media investment company on its joint venture with leading provider of studio and related services to the global film and television industry, Pinewood Group plc.