Joint Ventures and Shareholder’s Agreements by Susan Singleton is an authoritative guide to the law and practice in this core area of corporate law. Distinctly practical and accessible in style, the book features case studies, precedents and checklists. The expert knowledge and insight enables users to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using the precedents provided.
Joint Ventures and Shareholder’s Agreements advises on how to structure and negotiate joint ventures and shareholders’ agreements for any type of private company, whether with corporate, individual or institutional investors or a combination of these. It offers practical tips, highlights the key commercial considerations and provides time-saving flowcharts and checklists which are invaluable when drafting agreements.
Designed specifically to be a working guide, this unique text delivers guidance, insight and expert knowledge ensuring that the user has the advantage in any joint venture transaction, by enabling them to:
Determine the key issues involved; Take effective instructions; Draft good documentation using the precedents provided.
The new edition includes the following updates and changes:
Company law developments including the Small Business, Enterprise and Employment Act 2015 and its provisions and the official guidance relating to the new register of Persons of Significant Control (PSC Register);
Latest tax rates and changes including to corporation and capital gains tax 2016/17 and changes to entrepreneurs’ relief;
EU merger law changes including the mergers simplification package and UK merger law changes.
The precedents are available electronically.
Clark’s Publishing Agreements has long been the ‘must have’ legal resource for the publishing industry. This comprehensive book provides 24 model agreements, from author agreements, to merchandising rights to online licensing to ebook distribution to text and data mining.
It includes a “Legal Developments” introduction giving an overview of existing and forthcoming legislation (UK and international). It also covers new initiatives undertaken by the industry and acts as an essential checklist for industry professionals. The impact of these developments have been updated in the precedents, their accompanying notes and appendices.
It also includes an “Introduction to Electronic Precedents” which highlights the continuing developments in the field of technology and their impact on licensing practice and contractual wording.
For the tenth edition all the precedents, explanatory notes and appendices have been thoroughly revised to take account of the latest developments including:
- the Copyright, Designs and Patents Act 1988
- coverage of the new EU DSM directive and its impact on TDM
- coverage of the ratification of the Marrakesh Treaty which introduces a broad range of new copyright exceptions for people who are visually impaired (or who have other print disabilities)
- new appendices on library aggregators and Creative Commons licences
Whether an experienced drafter of publishing agreements or new to the industry Clark’s Publishing Agreements will prove invaluable in ensuring that your publishing agreements are expertly and effectively drafted.
Parker’s Will Precedents, published June 2017 by Bloomsbury, provides private client solicitors and professional will draftsmen with a thorough understanding and working knowledge of the will drafting process and, as a result, the ability to draft better wills.
- A comprehensive collection of precedents aimed at anyone who needs to draft wills
- A variety of precedents for individual clauses as well as a set of complete wills catering for different scenarios
- An emphasis on clarity, practicality and simplicity, so you can quickly draft legally sound wills for a variety of circumstances
- Notes and guidance on drafting and additional materials, including letters, support materials and extracts from relevant legislation
The ninth edition includes coverage of the Residential Nil Rate Band (changing from April 2017) as well as new chapter on flexible life interest trusts and EC Succession Regulation.
This book comes with an electronic download of the precedents, for you to adapt and use in your contracts. On purchase, you will be provided with a code and a web link from which the precedents can be downloaded in a generic format such as *.doc which will be compatible with all operating systems.
This practical text, edited by Robert Thompson and now in its 10th edition, contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
- Provides precedents and commentary on warranties and indemnities on share sales
- Provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
- For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
For the vendors’ solicitors, provides guidance and commentaries with the precedents
- Organised around precedents of clauses and documents, accompanied by extensive commentary
- Arranged in a logical chronology
- Covers the history and function of warranties and indemnities
- Covers the various parties to a sale and purchase agreement
- Covers the rights and liabilities that arise from a breach of warranty
- Covers general points on warranties
- Provides detailed consideration of tax, property and general warranties in a share sale
- Covers warranties applicable to an assets deal
- Covers the forms taken by tax deeds
- Covers warranties, undertakings and indemnities requested by the purchaser
- Covers completion accounts and valuation
- Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
- Provides precedent clauses in bold typeface for ease of location on the page, and to differentiate the wording fom accompanying commentaries and explanations
- Provides precedents on CD for ease of access
Written by James Kessler QC, Drafting Trusts and Will Trusts is a crucial guide to drafting and understanding will and trust documents. The work offers a comprehensive selection of precedents to suit a wide range of trust requirements, and helps ensure the practitioner can make the best succession planning judgements through the use of the correct trust.
- A highly practical work covering all aspects of drafting settlements and will trusts from first principals and definitions of common terminology to types of trusts and their various uses
- Covers the technical issues involved in drafting settlements, common mistakes and traps, which matters are essential to cover and matters which may safely be omitted
- Includes a large selection of newly updated Precedents which are drafted in a straightforward, modern way
- Precedents are accompanied with an explanation of why the text is there and the choices which need to be made
- Written in an easy to understand style enabling the less experienced drafter to understand more complex issues
- The book serves as a guide to the interpretation of Trust documentation
- Second edition of the STEP provisions discussed in-depth and reproduced in Appendices
- CD containing the precedents in the book for quick and easy drafting
- The Appendices feature a handy list of useful websites
Hewitt on Joint Ventures 6th edition examines transactions where two or more existing companies agree to establish and participate in a common enterprise or business-related activity. It identifies the principal issues raised by a range of transactions, sets out the relevant background law and suggests ways of dealing with issues that arise.
Hewitt on Joint Ventures is written in a clear and practical way covering a range of specialist areas of law affecting joint ventures alongside useful checklists and precedents. To provide detailed commercial guidance whilst being tailored for the practitioner.
- Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships
- Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures
- Guides you through the planning stages of a joint venture or alliance
- Identifies and examines the principal issues raised by an array of transactions, including: Capital and funding; Governance and management; Minority investment and protection; Deadlock and breakdown; Duties between joint venture parties; Transfers of shares; Exit termination and change; Disputes – mediation, litigation and arbitration
- Sets out the relevant legal background
- Suggests ways of dealing with issues that may arise
- Includes a range of precedents and checklists, which also feature on a CD-rom for ease of use
- Recognizes the international nature of many JV agreements
- Guides the reader through complex and specialist areas of a JV, with chapter by chapter coverage of Tax planning; Competition and regulatory controls, IP and technology, Employment and Accounting
New to this Edition
Hewitt covers up-to-date reference to important case law in recent years affecting joint ventures, including case law developments regarding:
- Good faith obligations
- Default provisions and law of penalties
- Transfers of shares in alleged breach of pre-emption rights
- The duties of directors of joint venture companies
Hewitt also covers the:
- Increasing impact of laws relating to anti-bribery and corruption
- The challenges affecting joint ventures with local parties in key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates)
Elderly Clients: A Precedent Manual provides a wealth of precedents to assist the private client adviser tackle the whole range of issues affecting the elder client.
These include the difficult and ever-changing problems of planning for a client’s possible incapacity in later life, care contracts, funeral planning, wills and equity release schemes.
In addition to the precedents, the legal framework underpinning each area is set out in clear terms and is accompanied by useful checklists to assist the adviser in such matters as registering a lasting power of attorney and establishing whether the client has authority to make a will or gift.
Published in conjunction with Solicitors for the Elderly, each chapter of this new edition has been thoroughly revised to take account of all major developments including:
- Deputyship – changes to system for deputy supervision
- Capacity – ongoing case-law under the Mental Capacity Act 2005
- Lasting Powers of Attorney – new prescribed forms for 2015
- Gifts – impact of the Care Act 2014 and Social Services and Well-being (Wales) Act 2014 anti-avoidance provisions
- Carers and Care Homes – the impact of the Care Act 2014, the Care and Support
Statutory Guidance and the Care Quality Commission regulatory changes
Jordans Company Secretarial Precedents is an essential reference guide for all professionals carrying out company administration work. It contains hundreds of precedents and forms dealing with every aspect of company administration from registration to striking off. Each form and precedent is accompanied by concise details of when and how it should be used, as it relates to both private and unlisted public companies.
The New edition takes into account changes introduced by the Small Business, enterprise and Employment Act 2015 which include amendments to the Companies Act 2006 and the Company Directors Disqualification Act 1986.
Other recent legislative changes that have impacted in company law and company secretarial practise are also dealt with in this new edition including:
- Revised model articles (as amended by the Mental Health Act 2013)
- New rules and procedures on appointment of a new director when notifying an appointment to Companies House
- Changes to the rules on company loans to directors
- New company transparency requirement-including a new duty for companies to investigate whether they have PSCs (person with significant influence) and third parties to disclose information held about PSCs, obligations to register ‘Registrable Persons’ and ‘Registrable Legal Entities’ in the new PSC Register and requirements to notify relevant PSC details to Companies House
- Registers- the new ‘PSC Register’
- Annual Compliance-the new annual ‘Confirmation Statement’ to replace the company annual return
- Share warrants bearer abolished
- Reduced timescale for voluntary striking off
A Modern Approach to Lifetime Tax Planning for Private Clients (with Precedents) published by Jordans deals with the legal aspects of tax planning for private clients. It is a companion volume to the popular A Modern Approach to Wills, Administration and Estate Planning (with Precedents).
This work begins by looking at the essential legal framework of giving and tax law through a combination of detailed and authoritative commentary, worked examples and precedents. It then examines specific topics including: trusts and settlements, the family, and looks at particular assets such as the family home, CGT main residence relief, chattels, businesses and farms, investments, and insurance based products. It then goes on to examine tax planning using statutory reliefs and exemptions including joint ownership of land/sharing arrangements, gifts for family maintenance, normal expenditure out of income and charitable giving.
This new 2nd edition includes:
- Introduction of the Residential Nil Rate band (Finance (No 2) Act 2015)
- Effect of the Taxation of Pensions Act 2015
- The impact of the Inheritance and Trustees Powers Act 2014
- Changes to IHT charges on relevant property trusts
- Full text of the STEP Standard Provisions and STEP Investment Policy
The new 5th edition of Sweet & Maxwell’s easy to use, “how-to” guide for the general practitioner by Catherine Sanders shows how to use declarations of trusts to protect clients’ interests. It deals with all situations where a declaration of trust can be used – such as property purchases, wills, insurance policies and company shareholdings – giving step-by-step drafting guidance.
- Explains the role of a declaration of trust, when it should be used and what it can achieve
- Covers the full range of transactions where a declaration of trust can be useful, including property purchases, joint tenancies and company shareholdings
- Organised transaction-by-transaction so practitioners can go straight to the advice they need
- Each chapter contains a short, clear narrative explaining the key issues
- Contains a whole host of precedents which can easily be adapted to the situation in hand
- Features all the precedents on a CD-ROM to aid rapid drafting
- Reproduces Land Registry forms completed as each situation requires
- Covers tax issues to be considered when using declarations of trust
- Gives guidance on recent property and tax legislation, including abolition of the presumption of advancement (Equality Act 2010), changes to the pensions regime in successive Finance Acts, and changes to the Capital Gains Tax and Stamp Duty Land Tax regimes
- Explains the impact of important recent case law in areas such as constructive trusts (Jones v Kernott), severance of joint tenancies (Davis and Anor v Smith), secret/half secret trusts (Execs of Lucian Freud v Paul McAdam Freud) and mutual wills (Charles v Fraser)
Highlights of the new edition
- Abolition of the presumption of advancement (Equality Act 2010)
- Developments in the law relating to constructive trusts (see especially Jones v Kernott  UK SC 53)
- Changes to the Pensions regime in FA 2011, FA 2014 and forthcoming 2015 changes
- Miscellaneous minor changes to tax rules eg CGT annual exemption and rules for main residence regime, SDLT rates and thresholds etc
- Case law on severance of joint tenancies (Davis and Anor v Smith  EWCA Civ 1603)
- Case law on secret/half secret trusts (Execs of Lucian Freud v Paul McAdam Freud 2014 EWHC 2577(Ch)
- Case law on mutual wills – Charles v Fraser EWHC Civ 2154 Ch