22
Apr
-
25
Apr
2024

Drafting and Advising Clients on Shareholders Agreements

FROM
150
6 CPD Points
Duration:
6
HOURS
Language:
English
Androulla Poutziouris
Apply now
description

COURSE DESCRIPTION

Aims of the seminar:

· To understand the structure of the shareholders agreement

· To understand the relationship between shareholder agreements and articles of association.

· To be able to draft effective clauses in the shareholder agreements.

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

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

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

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

Why this seminar is important for you:

· 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.

· You will be provided with specimens such us Shareholders Agreement, Deed of Adherence and AoA (incorporation of SHA provisions).

· Is a very good way to learn new things in your profession.

· You will gain expert knowledge enable you to improve your knowledge and understanding Shareholders Agreements by engaging with key issues.

· This seminar is practical and is taught by highly experienced lawyer expert in all areas of corporate law.

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CONTENT

course content

Dates and times

22/04/24: 16:00 - 19:00

25/04/24: 16:00 - 19:00

Course content

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

suitable for
  • Lawyers,
  • Corporate administrators,
  • Bankers,
  • Shareholders
  • Stakeholders
  • Business owners and entrepreneurs
  • Corporate governance professionals
  • Private equity investors
  • Venture capitalists
  • Compliance officers,
  • Financial advisors
  • Investment managers
  • Government officials and regulators
  • Insolvency practitioners
COURSE PREVIEW

HAVE A LOOK
INSIDE THE COURSE

details

course details

Methodology

Live sessions - online via Zoom

Interactive lecture with PowerPoint presentation

Case study and analysis and group discussion

Practical exercises to apply legal concepts in real-world scenarios

Q&A sessions for in-depth understanding

Funding

This seminar is not funded by the HRDA.

Admission Requirements

  • Lawyers
  • Corporate administrators
  • Bankers
  • Shareholders
  • Stakeholders
  • Business owners and entrepreneurs
  • Corporate governance professionals
  • Private equity investors
  • Venture capitalists
  • Compliance officers
  • Financial advisors
  • Investment managers
  • Government officials and regulators
  • Insolvency practitioners

Who is this aimed at

  • Lawyers
  • Corporate administrators
  • Bankers
  • Shareholders
  • Stakeholders
  • Business owners and entrepreuners
  • Corporate governance professionals
  • Private equity investors
  • Venture capitalists
  • Compliance officers
  • Financial advisors
  • Investment managers
  • Government officials and regulators
  • Insolvency practitioners

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.

Coming Soon

More details about this course will be uploaded soon.

INSTRUCTOR

MEET YOUR INSTRUCTOR

Androulla Poutziouris

Mrs Androulla Poutziouri is a qualified Advocate and a Member of the Cyprus Bar Association. Mrs Poutziouri obtained a double LLB Law degree in English and French Law from Paris II Panthéon-Assas University and the University of Birmingham. She then proceeded to obtain an LLM Degree in International Legal Practice from the University of Law in the UK. She is bilingual in Greek and English(native), with working proficiency in French.

MORE ABOUT INSTRUCTOR
COLLABORATORS

ADDITIONAL INSTRUCTORs

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frequently asked
questions

QUESTION 01

Do I need to be registered on the ERMIS Portal?

Yes, if you are registering for a course that is HRDA accredited, all participants (either receiving funding or not) will have to access and register as natural persons on the ERMIS Portal. If you are receiving funding and you are being registered for continuous professional/vocational training by your employer, your employer should also be registered with the ERMIS platform as a legal person. Contact us if you have any difficulty registering as a natural person or a legal person.

QUESTION 02

Will I receive a certificate at the end of the training?

Yes, you will receive a Certificate of Attendance from ELTRC or the relevant awarding body.

QUESTION 03

Do you have terms and conditions for seminar attendance?

Yes. You may find our terms and conditions here.

QUESTION 04

Will I receive the notes for the lesson and have access to recordings?

Yes, you will be given the course materials through an online platform and you will be allowed to download and keep the course materials and specimens for certain courses. Recordings will also be available in the drive for three months.

testimonials

testimonials for this course

The following testimonials are from other professionalis who have attended this course.

Kristina Ntatidou
-
June 22, 2023
-
Aikaterini Arampidou
Corporate Administrator
February 19, 2023
It was very helpful and interesting !!!!
Anastasia Papaharidemou
Corporate Administrator
February 19, 2023
It’s a great course that gives you lots of knowledge in corporate field. Androulla is amazing teacher, the way she delivers information it’s clear and she knows her staff very well. Highly recommend ELTC ❤️
Diana Ruffing
Corporate Admin at Settle Plus Limited
February 19, 2023
Mrs. Androulla Poutziouri is an excellent and highly professional teacher. She provided great explanation for every subject of the course with lots of useful templates. I would strongly recommend ELTC and Mrs. Androulla
Marialena Marcouli
Corporate Administrator
February 19, 2023
the seminar was excellent and comprehensive. Suggestion: a small mini question test during the class would be useful and would help us to remember better what we have been taught
One of our students
One of our students
May 5, 2023
Surprisingly excellent seminar with valuable guidance being provided. The presenter was professional, helpfull and absolutel
Anastasia Sergiou
Internal Legal Advisor
February 21, 2024
I am extremely satisfied with the seminar and would highly recommend it to anyone seeking to expand their general overview in Shareholders Agreements. I found the seminar to be highly informative and appreciated the abundance of materials and templates provided. If anything I would suggest, was for the seminar to had more time to cover even deeper and more complex topics.
Christos Georgiou
Internal Legal Advisor
February 20, 2024
A really insightful seminar about Shareholders' Agreement by a helpful and experienced tutor!
Maria Christoforou Chrysanthou
Lawyer
February 23, 2024
The content of the seminar was to the point and Androulla Poutziouris was excellent.

frequently asked
questions

Do I have to be a lawyer to attend your seminars?

No, you do not have to be a lawyer to attend our seminars. However, if the course is HRDA accredited, we must review your CV to ensure that you are able to attend the course that has been accredited.

Do all of your courses offer verified CPD points?

This programme may be approved for CPD Points. Eligibility criteria and CPD Points are verified directly by your association, regulator or other bodies which you hold membership.

Do I need to be registered on the ERMIS Portal?

Yes, if you are registering for a course that is HRDA accredited, all participants (either receiving funding or not) will have to access and register as natural persons on the ERMIS Portal. If you are receiving funding and you are being registered for continuous professional/vocational training by your employer, your employer should also be registered with the ERMIS platform as a legal person. Contact us if you have any difficulty registering as a natural person or a legal person.

Do you have terms and conditions for seminar attendance?

Yes. You may find our terms and conditions here

Do you offer any discounts?

Yes, discounts are available for those participants not entitled to HRDA subsidy (for subsidized courses)

Do you only have seminars for lawyers?

No, we are consistently updating our seminar library. We offer courses to paralegals, corporate administrators, accountants, compliance officers etc. The law is all-encompassing, and many professionals find the contents of our courses useful for their work. We also offer courses to people who are unemployed or looking to change professions. You should contact us to discuss which courses are right for you depending on your experience and professional goals.

Can I download course notes and materials?

No, course notes and materials are not available for download. We take the security and integrity of our course content seriously, and access to course materials is restricted to registered participants who are actively enrolled in our programs. This policy helps protect our intellectual property and ensures a high-quality learning experience for all students.

What is Ermis?

ERMIS is the new digital platform of the HRDA which covers all operational needs and services by the HRDA using modern information communication technologies while reducing bureaucracy and operational/administrative costs. The digital portal provides easy access to all schemes and systems operated by the HRDA, with simple, user-friendly procedures, guiding the user through the registration process as well as the submission of applications, their processing and progress monitoring, including the payment of subsidies.

At this stage, the digital portal allows external users to register as an entity (physical person, legal entity, consortium, government body), under each user’s particular status (employer, trainer of vocational training, vocational training facility, vocational training centre and centre for assessment of vocational
qualifications).

What is HRDA funding?

When you join a seminar that is HRDA accredited and funded, you are able to be funded for up to 80% of the course fee. When a course is accredited by HRDA, it means that the course has been examined for its quality and structure. The Human Resource Development Authority of Cyprus (HRDA) sets maximum subsidy levels. Maximum subsidy levels are calculated as follows: maximum subsidy level= number of employees x duration of training programme x hourly subsidy per participant. In fact, for level 2 courses, the HRDA subsidizes 17 euros per hour per employee and for level 1 courses 12 euros per hour per employee. Contact us to find out if you are eligible for funding and for information on our funded courses.

Will I receive a certificate at the end of the training?

Yes, you will receive a Certificate of Attendance from ELTRC or the relevant awarding body.

Will you register my CPD points for me?

Yes, our admin team will make sure that your CPD points are registered with the Cyprus Bar Association immediately after the end of the seminar.

How can I access course materials and resources?

Registered participants will receive access to our course materials and resources through our online learning platform. These materials are designed to complement the live sessions and help you reinforce your understanding of the topics covered. If you have any questions or encounter any difficulties accessing these materials, please reach out to our support team, and they will be happy to assist you.

What happens if I do not have Ermis portal access?

If you do not have Ermis portal access unfortunately you will not be able to participate in an HRDA-funded course. You will however, be able to participate in a course that is not HRDA accredited.

How does course funding work?

Every employer in Cyprus is obliged by law to contribute 0,5% of their total payroll costs to the fund (the law allows to set up a rate of up to 1%). The rate is the same for all contributors (all companies except government organisations and self-employed). The money is collected via the social insurance
mechanism.

In order to register for a course, your employer should apply to our training centre to register for the course, using the enrol now button on the course page. Once we receive your application, we will contact you to confirm your status on the ERMIS platform of the HRDA. We will guide you through the application process to enable you to register on the ERMIS platform for the course you are interested in.

We will then approve your application from the ERMIS portal and then confirm your registration. Once the course is completed, we will apply to the HRDA to receive your funding for the course in question. We receive your funding directly from the HRDA.

The maximum hourly grants are as follows:


Level 1: 12€/hour/person, Level 2: 17€/hour/person.

The two levels of participants are defined as: - Level of participants 1: a) for technical skills and knowledge: key personnel as craftsmen, laborers, clerical staff, service employees; b) personal skills: key personnel such as craftsmen, laborer’s, clerical staff, service employees, supervisory/managerial staff - Level of participants 2: a) specialized professionals/technical knowledge and skills: technical/science/ supervisory/managerial staff; b)supervisory/managerial knowledge and skills: supervisory/managerial staff; c) specialized/innovative topics: managerial and scientific staff.

Following the de minimis aid Council Regulation 1407/2013, a company cannot receive more than €200,000 in a three-year time horizon. If you have received more than this amount you will not be eligible for funding and will be called to pay the full amount of the course fee.

In order to receive funding you should visit our Terms and Conditions for receiving HRDA funding and read them carefully. Participants should also follow the instructions of the Center and the trainer alike.

Failure to follow instructions or if you do not satisfy the criteria can result in you not being funded for a course and subsequently not receiving the funding. You or your employer are responsible for ensuring that you will receive the funding for your participation in a course.

What if I apply for funding and then am rejected by the HRDA?

In order to receive funding the student/employee must be present at his desk, on his own computer with a working camera. Cameras must remain on throughout the seminar. The student must also have a working microphone.  Should the student/employee not attend the seminar 75%, not have the camera on during the sessions, not have a working microphone or not follow instructions regarding the use of the online ERMIS Register he/she will not be eligible for funding and ELTC may request payment of the full fee from the employer.

I am unemployed - Can I join this seminar?

Unemployed persons can join this course for free, provided that they have secured a referral from the Department of Labor (ΔΥΑ) for participation in a training program, with a start date of validity that is either prior to the start date of the training program or within 25% of the duration of the training program. Also, they must have obtained from the ΔΥΑ a form for the renewal of the unemployment registration (ES19), which confirms that they were unemployed at the start of the program. Additionally, they must not have already participated in two (2) training programs subsidized by the Human Resource Development Authority (ΑνΑΔ) within the same calendar year, as part of the Scheme, while they must meet any minimum requirements of the training program specification in terms of education level or experience, or in terms of specific skills that the candidates must possess. The registration process is complete once all the necessary forms are uploaded in the ERMIS portal.

When is my registration complete?

Your registration will be complete once you enrol on the course in the ERMIS portal, having followed all the required the steps.

ENROLL NOW

options for all professionals

HRDA

22
Apr
-
25
Apr
2024

Drafting and Advising Clients on Shareholders Agreements

6 CPD Points
Duration:
6
HOURS
Language:
English
Androulla Poutziouris
apply NOW
Thank you! Your submission has been received!
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INDIVIDUAL

22
Apr
-
25
Apr
2024
150
+VAT

Drafting and Advising Clients on Shareholders Agreements

6 CPD Points
Duration:
6
HOURS
Language:
English
Androulla Poutziouris
apply now
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

TEAMS

22
Apr
-
25
Apr
2024
CUSTOM

Drafting and Advising Clients on Shareholders Agreements

6 CPD Points
Duration:
6
HOURS
Language:
English
Androulla Poutziouris
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