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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