CONTENT
course content
Dates and times
To be announced
Course content
Content
UNIT 1 – Shareholders Agreement in Private Equity
- Shareholders Agreement v Articles of Association
- Structure of Agreement
- Date of Agreement
- Recitals
- Operative Part
- Definitions & Interpretations
- Share subscription and Loan
- The Directors
- Repayment of Loan
- Drafting exercises, quiz, template proofing-sample clauses
UNIT 2 – Matters for Shareholders’ Agreement
- Particulars
- Share issues
- Management
- Issues requiring specified majority of unanimity
- Financial matters
- Capital requirements
- Guarantees
- Voting Deadlock
- Company protections
- Miscellaneous
- Drafting exercises, quiz, template proofing-sample clauses
UNIT 3 – Commercial Provisions
- Representations & Warranties
- Undertakings of Vendor
- Warranties by Purchaser
- Indemnities
- Drag and Tag Alone
- Equity Ratchet
- Dataroom Disclosure
- Drafting exercises, quiz, template proofing-sample clauses
UNIT 4 – Boilerplate (standard protective and operations clauses)
- Notices
- Interpretation
- Governing Law & Jurisdiction
- Entire Agreement
- Prevalence
- Time of Essence
- Modifications
- Assignment
- Costs
- Severability
- Further assurance
- Waiver
- Counterparts
- Third parties
- Alternative Dispute Resolutions
- Drafting exercises, quiz, template proofing-sample clauses
suitable for
- Lawyers,
- Corporate administrators,
- Bankers,
- Shareholders
- Stakeholders
- Business owners and entrepreneurs
- Corporate governance professionals
- Private equity investors
- Venture capitalists
- Compliance officers,
- Financial advisors
- Investment managers
- Government officials and regulators
- Insolvency practitioners