Drafting & advising clients on Shareholders Agreements

Price

€130 + VAT

Total Hours

6

Course Description

This is an online seminar and offers 6 CPD points by the Cyprus Bar Association. In addition, by the end of this seminar the participants will:


  • understand the structure of the shareholders agreement

  • understand the relationship between shareholder agreements and articles of association.

  • be able to draft effective clauses in the shareholder agreements.

  • understand the main matters that should be included or considered when drafting a shareholder agreement.

  • be able to draft the most important commercial provisions in a shareholders agreement

  • understand and be able to draft the standard protective and operations clauses in a shareholder agreement.

  • be able to better protect and advice your client when drafting or faced with a shareholders agreement.




To make informed decision-making in the private equity markets, you need to know how to be protected, through managing risks and obtaining a well-drafted shareholders agreement.


This course looks at the key issues, the problems that need to be addressed and the drafting skills involved in relation to shareholders' agreements for the typical quasi-partnership company. The course will be interactive, based on realistic case studies and incorporating specific drafting suggestions and precedents. You will be guided on the meaning, legal implications and significance of several contract clauses from the beginning step to the exit.

Course Accreditation

The course is accredited and funded by the HRDA.
The course is also accredited by the Cyprus Bar Association for 6 CPD points.

Funding Available

€232 + VAT full price. If you are eligible for HRDA Funding: €102 funded and your employer only pays €130 + VAT on the full amount.

Start Date

17/10/2022

End Date

18/10/2022

Dates and Times

Dates: 17/10/2022, 18/10/2022

Time: 17:00-20:00 p.m.

Course 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


SPECIMENS PROVIDED


  • Shareholders Agreement specimen

  • Deed of Adherence

  • AoA (incorporation of SHA provisions)

Language of Instruction

English

Course Methodology

Live distance learning via Zoom. This method enables the instructor to continuously assess the receptivity of the trainees and to be constantly updated accordingly. During the training, appropriate techniques will be developed and assist the subject of training. The lecture and the regular discussion challenge are the main pillar of the training techniques in this program.

Trainer

Georgia Onoufriou, LLB, MSc, ADVOCATE

Admission Requirements

You must be a trainee lawyer, a registered lawyer, a corporate administrator, a paralegal or work in an relevant profession.

Discounts/Offers Applicable

30% discount for employees who do not qualify for funding with the HRDA.

Who is the course aimed at

Trainee lawyers, registered lawyers, corporate administrators, paralegals and other professionals

Certificate Awarded

A Training Certificate will be awarded to those participants who will successfully complete the training. The Training Certificate, at the bottom, will state: "The program was approved by the Human Resources Development Authority".
The certificate will also indicate the total CPD points awarded.

Application Procedure