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.