Shareholders’ Agreements in Private Equity Transactions
by Prof Catherine Tay
Why You Should Attend This Course
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’ agreements.
Understand well the company and securities and contractual laws in financing work. Trainer will walk-through a sample shareholder agreement highlighting the pitfalls and challenges during your negotiations and do a clause-by-clause analysis in the private equity transactions. You will be guided on the meaning and legal implications and significance of several contract clauses from the beginning steps to exit of the commercial provisions and boilerplate clauses (standard provisions). The preliminaries, acquisition and the investment contract including the assessment of warranties is critical for the private equity transactions.
Sample precedents of shareholder agreement will be given a run through during the class time – for more effective and practical learning.
Educational video will be played to guide how mediation and negotiations may resolve disagreements between shareholders.
1. Shareholders’ Agreement in Private Equity
- Shareholders Agreement v Articles of Association
- Structure of Agreement
– Main Commercial Clauses
– Secondary Commercial Clauses
– Boilerplate clauses
– Appendix / Annexure
- Date of Agreement
- Recital, Whereas
- Habendum (Operative Part)
- Definitions & Interpretations
- Share Subscription and Loan
- The Directors
- Repayment of Loan
– Minority Shareholding
– Transfer of Shares
– Termination of Agreement
– Notices etc
2. Matters for Shareholders’ Agreement
- Company Name and Business
- Issued Share Capital
- Description of Shares and Number in Each Class
- Any Restrictions on Number & Value of Shares
- Current Shareholders’, Directors’ & Secretary’s Particulars
- Equity Investment Particulars
– Particulars of New Shareholders
– Number & Class of Shares to be Allotted to Each
- Loan Particulars
– Particulars of Lender
– Amount of Loan
– Interest of Loan
– Date of Repayment etc
- Particulars of Share Class Rights
- Transfer of Shares
– Is there initial period during which transfer of shares is prohibited?
– Will valuation of shares depend on circumstances on departure?
– Will company have first option to buy back shares?
– Call option & Pre-emption rights etc
- Future Share Issues
– Will newly issued shares be offered to existing shareholders first?
– Does shareholder have right to appoint a representing director?
– What is quorum of shareholder meeting? Etc
- Issues requiring Specified Majority or Unanimity
– Allotment of Shares to new Shareholders
– Issue of Bonus Shares
– Establishing new office overseas
– Varying Banking Arrangements
– Making any Loan or Guarantee
– Paying a Dividend
– Altering the constitution of company
– Appointing new directors
– Removing a director
– Any Others? Etc
- Financial Matters
– Requirement for formal budgets & biz plans, and system for review & approval etc
- Capital Requirements
- Voting Deadlock
– How to Resolve Deadlock
– Chairman Casting Vote
- Company Protection
3. Commercial Provisions
- Representations & Warranties
- Undertakings of Vendor
- Warranties by Purchaser
- Drag and Tag Along
- Equity Ratchet
- Dataroom Disclosure
4. Boilerplate (standard protective & operations clauses)
- Governing Law & Jurisdiction
- Entire agreement
- Time of Essence
- Further assurance
- Third Parties
- Alternative Dispute Resolutions
– Mediation-Arbitration clause
Venture capitalists, investment bankers and financiers, private equity professionals, businessmen, entrepreneurs and anyone interested in investing in private equity market.
Prof Catherine Tay Swee Kian has more than 35 years of experience lecturing law as Associate Professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy. She is a Barrister-at-law from Lincoln’s Inn, United Kingdom. Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several books including her best seller books on Contract Law and Director Duties & Corporate Governance.
Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws. She was called to the English Bar by Lincoln’s Inn in 1978. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.
Prof Tay won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980.
Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002. She received her 15 Long Service Award from NHG IRB in 2018. She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation. A/Prof Tay was a member of SingHealth Polyclinics IRB since 2003. She received her 10 years Long Service Award from Singhealth Centralised Institutional Review Board in October 2019.
Prof Tay was also a member of the Research & Ethics Committee of Alexandra Hospital. She was also the medical-legal adviser of the Institute of Mental Health / Woodbridge Hospital. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009-2011.
Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented numerous papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore. She is an examiner on law subjects for a number of professional bodies in Singapore and overseas.
Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 7 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore-Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.
Prof Tay has supervised medical students in electives on Medical ethics & medico-legal subjects at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years. A/Prof Tay was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).
Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was also the local teaching affiliate lecturing business law for Adelaide University, Australia. A/Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.
Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.
21 Dec 2021
The class offers in-class or virtual learning
- Time: 9 am – 5 pm
- MIS Member enjoy 10% Discount
- Register for 8 or more participants to enjoy 10% Group Discount