Law and Practice of Shareholders' Agreements in National and International Joint Ventures: Common and Civil Law Uses

The formation of a small or medium private joint venture company is invariably preceded by, or is coincident with, the execution of a shareholders舗 agreement, an indispensable legal document used throughout the law practice as the most efficient means to protect the minority shareholder; to ensure a more direct shareholder control over management; and to safeguard the aspirations of each shareholder.

The proper drafting of such agreements demands counsel have expertise in the laws of contract, corporation, shareholder control, minority shareholder rights, investor protection, corporate governance, distribution of power, control over the board of directors, management restraints, exit strategies, equity, and judicial remedies, as a short list illustration.

This intensely practical book is dedicated to the shareholders舗 agreement and its use in joint ventures, both national and international. Beneath its wealth of sample clauses and drafting suggestions lies a sound foundation in applicable law, across a wide spectrum of topics. The author explores minutely all three major types of ventures that typically use a shareholders舗 agreement 舒 the common law closely held corporation, the common law limited liability company, and the civil law limited liability company 舒 in all the many varieties of each. Practitioners will find detailed guidance through such drafting and practice considerations as the following: