Drafting & Advising Clients on Shareholder Agreements

COURSE DESCRIPTION
The course on shareholder agreements for lawyers is designed to provide a comprehensive understanding of the legal and practical aspects of drafting and negotiating shareholder agreements. The course is tailored for lawyers who are looking to specialize in corporate law or who want to enhance their knowledge of shareholder agreements.

The course covers a wide range of topics, including the legal framework for shareholder agreements, the key provisions of a shareholder agreement, drafting considerations, negotiating strategies, and dispute resolution mechanisms. The course also examines the different types of shareholder agreements, including those related to venture capital, private equity, and mergers and acquisitions.

Some specific topics that may be covered in the course include:

• The legal and regulatory framework for shareholder agreements
• The types of shareholder agreements and their uses
• The key provisions of a shareholder agreement, such as ownership structure, transfer restrictions, dividend policies, and management and control
• Drafting considerations and best practices, including tips for clear and concise drafting
• Negotiation strategies and tactics, including how to identify and prioritize key issues
• Common disputes that arise in shareholder agreements and dispute resolution mechanisms, such as mediation and arbitration

COURSE INSTRUCTION
This Couse has been designed by practicing UK lawyers and university lecturers and serves as an introduction to Professional Law Firm Skills.

REQUIREMENTS
Knowledge of company law is required to complete this course successfully.

COURSE AIMS
By the end of the course, students should have a thorough understanding of the legal and practical considerations involved in drafting and negotiating shareholder agreements, as well as the ability to apply this knowledge in real-world situations.

SUITABLE FOR

• Participants in a course relating to shareholder agreements may come from a variety of backgrounds, but generally, they will have a basic understanding of corporate law and the legal and financial aspects of business transactions. The course is primarily designed for lawyers who are looking to specialize in corporate law or who are already practicing in this area and want to enhance their knowledge of shareholder agreements. However, participants may also include other professionals who are involved in business transactions, such as accountants, bankers, or financial advisors.
• Participants may have different levels of experience and expertise, from junior associates to experienced partners or general counsels. Some may have worked on shareholder agreements before and are looking to refine their skills or learn new strategies, while others may be relatively new to this area of law and are looking to gain a foundational understanding of the topic.
  Regardless of their experience level, participants in a course on shareholder agreements should have a strong interest in understanding the legal and practical aspects of drafting and negotiating these agreements.

COURSE LEARNING OUTCOMES

Unit 1: An Introduction to Shareholder Agreements.
By the end of this unit students will be able to:

1. Understand what a Shareholder Agreement is.
2. Understand when to put a shareholder agreement in place.
3. Understand how a shareholder agreement can help your client and avoid future disputes
4. Appreciate the relationship between a shareholder agreement and the constitution of the company.
5. Describe what happens when there is a conflict between the shareholder agreement and the constitution of the company.
6. Identify the common problem areas faced by shareholders in a company.

Unit 2: The Contents of a Shareholder Agreement:
By the end of this unit students will be able to:

1. Understand who should be a party to a shareholder agreement
2. Understand and draft the recitals to a shareholder agreement
3. Understand the importance of schedules to a shareholder agreement and be able to draft for their inclusion in the agreement
4. Understand and draft typical completion clauses in a shareholder agreement
5. Understand the typical clauses that should be included for share subscription and loans
6. Understand the various types of directors provisions that should be included in a shareholder agreement and be able to draft their inclusion in the agreement.

Unit 3: Matters to be aware of when drafting a shareholder agreement.
By the end of this unit, students should be able to:

1. Understand the issues related to shares that should be dealt with in a shareholder agreement
2. Draft terms relating to a restriction on transfer of shares
3. Draft terms relating to voluntary transfer and mandatory transfer and identify when such terms are appropriate.
4. Understand why shareholders may want to reserve matters for shareholder approval
5. Identify the matters that shareholders typically wish to reserve for shareholder approval.
6. Appreciate the typical issues associated with drafting and negotiating reserved matters.
7. Identify the circumstances in which deadlock provisions should be included in the agreement
8. Understand the various terms/options available to resolving deadlock in shareholder agreements.
9. Identify and draft the various provisions appropriate for the protection of the company itself.

Unit 4: Boilerplate clauses in a shareholder agreement.
By the end of this module, students will be able to:

1. Understand the role of boilerplate clauses in a shareholder agreement.
2. Identify various boilerplate clauses that should be included in a shareholder agreement.
3. Draft effective notice clauses and appreciate the negotiating and drafting issues related to notice provisions.
4. Appreciate the importance of interpretation clauses in shareholder agreements.
5. Appreciate the importance and draft governing law and jurisdiction, entire agreement and amendment clauses in shareholder agreements.
6. Understand the role a primacy clause plays in a shareholder agreement and be able to draft and include them when appropriate in an agreement.
7. Draft time is of the essence clauses,
8. Draft, assignment, severability, counterparts, further assurance and third party clauses in the agreement

Unit 5: The Checklist
By the end of this unit, students should be able to

1. Recount the information provided in the preceding units, and understand the role of each of the points mentioned in the checklist.
2. Use the checklist to draft their own shareholder agreement.
3. Review a shareholder agreement sample/template, and identify the various clauses they have learnt during the course.

TEMPLATES AND OTHER DOCUMENTS
Templates provided: For all units:
– Sample director provisions
– Sample shareholder provisions
– SHA questionnaire template to provide to clients
– Specimen Shareholder agreement.