Drafting Shareholders' Agreements - Key Clauses, Negotiation





Comprehensive Guide to Drafting Shareholders' Agreements: Key Clauses, Structure, and Negotiation

What you'll learn
Gain negotiation insights for structuring a comprehensive Shareholders' Agreement
Master key clauses in Shareholders' Agreements for effective drafting
Understand enforceability and the legal binding nature of SHAs
Learn to navigate share transfer restrictions and exit strategies
Discover best practices for affirmative voting rights and deadlock resolution
Draft clauses for 'Call', 'Put', 'Tag Along', and 'Drag Along' rights
Requirements
No prior experience needed
Description
Are you looking to master the art of drafting effective and comprehensive Shareholders' Agreements? This course is designed to give you the knowledge and skills to confidently navigate the complexities of these essential contracts. Whether you're a legal professional, business owner, or corporate advisor, this course will equip you with practical insights and actionable expertise.You will learn to understand the purpose and enforceability of Shareholders' Agreements (SHAs) and gain hands-on experience in drafting key clauses that protect the rights and interests of all parties involved. From affirmative voting rights and deadlock provisions to non-compete and non-solicitation clauses, you'll explore the critical components that make an SHA robust and reliable.We'll dive deep into share transfer restrictions, including lock-in clauses, and cover key exit strategies like Initial Public Offerings (IPOs), buybacks, and third-party sales. You'll also explore advanced clauses like Call and Put options, Tag Along and Drag Along rights, and understand how to protect against dilution.By the end of the course, you'll be able to negotiate confidently and draft agreements that are both fair and effective. Whether you're preparing for real-world transactions or looking to enhance your legal drafting skills, this course is the perfect fit. Start your journey toward mastering Shareholders' Agreements today!
Overview
Section 1: Basics of Shareholders' Agreement (SHA)
Lecture 1 Introductory Note
Lecture 2 Glossary - Shareholders' agreement
Lecture 3 Note: Understanding the Purpose of Shareholders' Agreement (SHA)
Lecture 4 Understanding purpose of Shareholders' Agreement (SHA)
Lecture 5 Enforceability / Binding effect of Shareholders' Agreement (SHA)
Lecture 6 Parties to Shareholders' Agreement (SHA)
Section 2: Advanced concepts in SHA
Lecture 7 'Meetings' of Board of Directors / Shareholders | Clause in SHA
Lecture 8 Affirmative voting rights
Lecture 9 Deadlock
Lecture 10 'Non-Compete' & 'Non-Solicitation' | Clauses in SHA
Lecture 11 Pre-emption Right & Anti-Dilution Protection
Section 3: Share Transfer Restriction
Lecture 12 Note on Share Transfer Restriction
Lecture 13 Transfer Restrictions Clause | SHA
Lecture 14 Share Transfer Restriction – Lock-in Clause
Lecture 15 Restriction on Sale to Competitors
Lecture 16 'Call Option' and 'Put Option'
Lecture 17 'Tag Along Rights' and 'Drag Along Rights'
Lecture 18 'Right of First Offer' (ROFO) and 'Right of First Refusal '(ROFR)
Section 4: Exit Clauses
Lecture 19 Note on Exit Clauses
Lecture 20 'Exit' Clause
Lecture 21 Initial Public Offering (IPO)
Lecture 22 Buyback
Lecture 23 Sale – Third-party
Lecture 24 Drag Along
Section 5: Boilerplate Clauses
Lecture 25 Note on Boilerplate Clauses
Lecture 26 'Fall Away Right'
Lecture 27 'Confidentiality'
Lecture 28 'Governing Law'
Lecture 29 'Assignability'
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