Corporate and Commercial

A shareholders’ agreement between two parties, who may be corporate and/or individual shareholders.

In the drafting of such agreement, there are variation such as (not exhaustive):

• joint venture is a 50:50 joint venture between two corporate partieswith deadlocked provisions
• two party venture between two corporate parties with a majority shareholder and a […]
  

A put and call option agreement for use by a private limited company where the seller grants the buyer a call option over shares and the buyer grants the seller a put option over the same shares.

A put option agreement over shares of a private limited company when an existing shareholder is granted a right (but not an obligation) to sell shares for a specific period and at a specific price or at a price to be calculated in accordance with a pre-agreed formula.

A call option agreement over shares of a private limited company, when a right (but not an obligation) to purchase shares is granted by an existing shareholder, for a specific period, either at a specific price or at a price to be calculated in accordance with a pre-agreed formula.

A deed of guarantee and indemnity in respect of the seller’s obligations under a share purchase agreement, where the guarantor is the seller’s holding company.

A set of heads of terms for use in connection with a proposed sale and purchase of the entire issued share capital of a company.

Heads of terms are usually entered into between the seller and the prospective buyer of the shares in the target company. Their purpose is to outline the main terms of the […]

An ordinary power of attorney with limited or specific powers granted by a corporate body or an individual in favour of one or more persons to act as attorney.

A form of notice to a third party notifying them of the assignment of a debt or benefit of a contract.

The novation of contracts in connection with an asset purchase for the benefit of the new owner.

This is a deed guaranteeing and indemnifying the obligations of the seller under the asset purchase agreement.