ΠΕΡΙΓΡΑΦΗ

This Seminar offers 6 verified CPD points by the Cyprus Bar Association.

To make an informed decision-making in the private equity markets, you need to know how to be protected, through managing risks and obtain 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 around 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 steps to exit.

Eligibility criteria and CPD Units are verified directly by your association or other bodies in which you hold membership.

ΣΚΟΠΟΣ ΣΕΜΙΝΑΡΙΟΥ

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.

ΣΕ ΠΟΙΟΥΣ ΑΠΕΥΘΥΝΕΤΑΙ

• 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

ΠΕΡΙΣΣΟΤΕΡΕΣ ΠΛΗΡΟΦΟΡΙΕΣ

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

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.

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.