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Joint venture shareholders’ agreement—checklist Purpose of Checklist The purpose of this Checklist is to illustrate the sorts of considerations which need to be borne in mind, and on which instructions will need to be sought, when drafting a joint venture agreement (also known as a shareholders’ agreement) and articles of association for a joint venture company (JVC). It is for guidance only and is not exhaustive. This Checklist is prepared with the requirements of English law in mind and, although similar considerations are applicable in the case of an international joint venture agreement, it is important to recognise the limitations of this Checklist in the context of a foreign joint venture (JV) vehicle. For a Checklist on the preliminary considerations which need to be borne in mind, and on which instructions will need to be sought, when considering entry into a JV arrangement where the JV vehicle is to be a private company limited by shares, see Checklist: Corporate joint venture preliminary issues—checklist. See Precedents: Joint venture shareholders’ agreement—deadlock (50:50)...
Data protection and trustees—checklist This Checklist is designed to assist trustees to review and amend their working practices in relation to the personal information they collect, process and continue to hold about settlors, protectors, beneficiaries and other individuals connected to the trust. For a comprehensive introduction to Retained Regulation (EU) 2016/679, the UK General Data Protection Regulation (UK GDPR), collating key practical guidance, see: UK data protection law collection.Assimilated law is the name given to retained EU law (‘REUL’) which remains in force after the end of 2023. The re-categorisation of REUL (and associated terms) to assimilated law reflects a change in its status and treatment under UK law, in that it is generally to be interpreted according to ordinary domestic law and principles. From 1 January 2024, REUL is ‘assimilated’ into domestic law by virtue of the fact it is generally stripped of EU-derived interpretive effects (eg supremacy of EU law, directly effective rights, and general principles previously retained under EU(W)A 2018). Understand duties and obligations under the UK...
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How to appoint a sales and marketing agent This Practice Note is a ‘how to’ guide on appointing a sales and marketing agent. It includes a summary of what agency is, an explanation of alternative routes to market, factors to consider before selecting a sales and marketing agent, and practical guidance on negotiating an agency agreement. It considers the appointment of a sales and marketing agent where the agent promotes the sale of the principal’s products and makes representations about the characteristic properties of the products, as well as acting as sales agent with the authority to conclude binding contracts on behalf of the principal. What is agency? Agency is a relationship under which a principal appoints an agent to act under their direction and on their behalf for specified purposes. In essence, the principal grants authority to the agent to perform certain acts or make certain decisions for which the principal is generally considered liable. Such authority may be express, implied, apparent or ostensible. For more information, see Practice...
Purpose clauses in facility agreements and Quistclose trusts This Practice Note considers what a purpose clause in a facility agreement is. It also explains what Quistclose trusts are, how they arise and why they are relevant to purpose clauses in facility agreements. Where appropriate, this Practice Note highlights relevant provisions in: • Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee • the Loan Market Association (LMA) investment grade multicurrency term facility agreement with/without observation shift (the LMA investment grade facility agreement), and • the LMA senior multicurrency term and revolving facilities agreement for leveraged acquisition finance transactions with/without observation shift (LMA leveraged facility agreement) The other LMA standard form facility agreements, eg the LMA Senior Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions, also contain sample purpose clauses. LMA documents are available to LMA members on the LMA website. What is a purpose clause? Most facility agreements contain a clause specifying the purpose(s) for which...
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Letter to lenders governing appointment of creditors’ committee To: The persons listed in Schedule 1 to this letter [insert names of Lenders] From: [insert name of solicitors for the Creditors' Committee or the name of the Chair] Date: [insert date] Appointment of Creditors' Committee We refer to the discussions at the meeting of creditors convened by [insert name of debtor company] (the Company) to discuss the proposed restructuring. 1 Definitions and interpretation 1.1 Definitions In this letter, unless otherwise provided: Business Day • means a day other than Saturday, Sunday and public holidays when clearing banks generally are open for business in London; Chair • means the Lender appointed to chair the Creditors' Committee under the Creditor's Committee Agreement; Commitment • means (a) any undrawn amount which a Lender has committed to make available to the Company (but excluding any undrawn uncommitted amounts); (b) the principal amount of a Lender's participation in any utilisation by the Company, in each case under the Finance Documents; Committee...
Privacy notice for trustees—UK GDPR compliant We take your privacy very seriously. Please read this privacy notice carefully as it contains important information on who we are and how and why we collect, store, use and share your personal data. It also explains your rights in relation to your personal data and how to contact us or supervisory authorities in the event you have a complaint. We collect, use and are responsible for certain personal data about you. When we do so we are subject to the UK General Data Protection Regulation (UK GDPR). [We are also subject to the EU General Data Protection Regulation (EU GDPR) in relation to individuals [and our wider operations ]in the European Economic Area (EEA)]. Key terms It would be helpful to start by explaining some key terms used in this notice: We, us, our [Insert full legal name of all the trustees or, if the trustees are a professional firm, insert the firm’s name (if acting...
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Is it possible to provide that one class of shares shall carry enhanced voting rights? If so, can this be expressed as a fixed percentage of the total voting rights that will stay the same irrespective of the number of shares in issue? This Q&A deals with the question of whether it is possible to provide that one class of shares in a company shall carry enhanced voting rights. It also considers whether these voting rights can be expressed as a fixed percentage of the total voting rights, that will stay the same irrespective of the total number of shares in issue. We have limited this answer to cover Private Companies Limited by shares (with just a reference to listed entities). Section 284 of the Companies Act 2006 (CA 2006) provides that the shareholders of a company have one vote on a show of hands and one vote per share held on a poll or written resolution. This, however, is expressly subject to any contrary provisions...
In what circumstances might a director be held personally liable for breach (of the general duties, in contract, or in tort)? Actions against directors can come from various sources, including: • the company—a director’s statutory duties are owed to the company pursuant to the Companies Act 2006 (CA 2006), s 170(1). The company (acting via its board of directors) is therefore the proper claimant in any such action for breach of a director’s statutory duties, as it has been historically in respect of a director’s fiduciary duties • the company’s shareholders—the interests of a company are typically aligned with those of its membership. If a shareholder wishes for action to be taken in respect of a director’s breach, perhaps in circumstances where the other directors have indicated a reluctance to commence a claim on behalf of the company against one of their fellow directors, the shareholder can pursue a derivative action. • the company’s creditors—when a company is insolvent, or close to insolvency, it becomes...
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This week's edition of Dispute Resolution weekly highlights includes: analysis of a number of key DR developments and key judicial decisions including the Civil Procedure Rule Committee minutes of 9 May 2025 and the Court of Appeal decision in Saxon Woods Investments Ltd v Costa (corporate disputes); dates for your diary; details of our most recently published content; and other information of general interest to dispute resolution practitioners.
This week's edition of Corporate weekly highlights includes publication of the FCA’s final rules for the PISCES sandbox to allow trading in private company shares, and a speech by the FCA’s Sarah Pritchard on modernising public markets and regulatory innovation. In addition, it also includes a number of cases involving (i) an application to convene a creditor meetings under Part 26 schemes of arrangement, (ii) the construction of shareholders’ agreements and non-financial unfair prejudice, (iii) the conversion of members’ voluntary liquidation to creditors’ voluntary liquidation, and (iv) the validity of statutory filings made without proper authority under a company’s articles and Companies Act 2006 (CA 2006).
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