Your Practical Handbook to Corporate Law & Governance in Singapore

The first and only source of practical procedures to corporate law and corporate governance, covering up to and including the most recent changes since 2018.

A high standard of corporate governance is essential to continue building Singapore’s reputation as a regional and global hub for businesses. Over the last two decades, Singapore companies have greatly progressed in their corporate governance practices. However, businesses now operate in an increasingly complex environment, with disruptive changes challenging traditional business models. It is of paramount importance for Singapore companies to steadily uplift and improve their own corporate governance practices, not only in letter but also in spirit, in order to stay ahead in this business environment. In the local regulatory landscape, the Singapore Code of Corporate Governance has undergone a major revision in August 2018 and some corporate governance disclosures and practices are now mandatory. With the enactment of new legislation including the Insolvency, Restructuring and Dissolution Act 2018 and Variable Capital Companies Act 2018 and the passing of amendment acts, the Companies Act of 1967 has also been amended many times. Finally, Singapore courts have issued landmark judgements in the area of company law, such as Independent State of Papua New Guinea v PNG Sustainable Development Program Ltd [2020] 2 SLR 200 and Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd [2021] SCGA 116.

 

Essentials of Corporate Law and Governance in Singapore brings together and highlights the key issues in company law and governance in Singapore today. Written by an author with vast experience in this area, the book discusses the applicable law and practice with clarity and keen regard for practical considerations, supported by the latest case law of the Singapore courts. Besides making extensive references to the relevant current legislation and Code of Corporate Governance 2018, the discussion also considers the latest Singapore Financial Reporting Standards and the applicable provisions from the SGX Mainboard and catalist Rulebooks.

 

The text is supplemented by useful comparative tables and summaries of regulatory guidelines. These include:

• Comparison of Table A/Model Constitution of companies limited by shares

• Comparison between the Code of Corporate Governance 2018 and the Code of

Corporate Governance 2012 (new)

• Table of Companies Act offences and penalties (updated)

• Table of company changes and filing deadlines (updated)

• Table of legislative references and criminal penalties for breach of statutory

duties (updated)

• Comparative Table of Guidelines on Corporate Governance for Banks, Financial

Holding Companies and Direct Insurers incorporated in Singapore – 2021 vs.

2013 (new)

The Companies (Amendment) Act 2014 (Act No. 36 of 2014) was passed by Parliament on 8 October 2014. It brings forth wide-ranging amendments to the Companies Act (Cap. 50, 2006 Revised Ed.) which have not yet come into force. This volume makes available the full text of the Companies Act as is currently in force, complemented with the amendments made by Act No. 36 of 2014 and relevant amendment notes (both of Act No. 36 of 2014 and of earlier amending legislation dating back to 1987).

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws.

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws.

The Companies (Amendment) Act 2014 (Act No. 36 of 2014) was passed by Parliament on 8 October 2014. It brings forth wide-ranging amendments to the Companies Act (Cap. 50, 2006 Revised Ed.) which have not yet come into force. This volume makes available the full text of the Companies Act as is currently in force, complemented with the amendments made by Act No. 36 of 2014 and relevant amendment notes (both of Act No. 36 of 2014 and of earlier amending legislation dating back to 1987).

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Kerr & Hunter on Receivers and Administrators sets out the legal principles, explains the legislation and interprets the relevant case law. Covering both corporate and personal insolvency the book considers the duties, and responsibilities of both administrators and receivers. It also explains when and why they are appointed, and whether appointed outside court or not. Considers the duties, powers, responsibilities and liabilities of administrators and receivers Sets out the legal principles, explains the legislation and interprets the relevant case law Explains the procedures for the appointment of receivers and administrators Considers appointment out of court and emergency procedures Describes the duties of office holders and their relationship with the company and its staff Provides a comprehensive overview of taxation in receivership and administration Guides reader through impact of new legislative developments and reflects the latest rulings from both UK and EU courts Covers both corporate and personal insolvency, plus a chapter on cross-border insolvency Gives latest rulings and case study material on the recast EU Insolvency Regulation Illustrates potential judicial conflicts within the practice area of administration Takes account of the effects of liquidation on administrative receivership

Kerr & Hunter on Receivers and Administrators sets out the legal principles, explains the legislation and interprets the relevant case law. Covering both corporate and personal insolvency the book considers the duties, and responsibilities of both administrators and receivers. It also explains when and why they are appointed, and whether appointed outside court or not. Considers the duties, powers, responsibilities and liabilities of administrators and receivers Sets out the legal principles, explains the legislation and interprets the relevant case law Explains the procedures for the appointment of receivers and administrators Considers appointment out of court and emergency procedures Describes the duties of office holders and their relationship with the company and its staff Provides a comprehensive overview of taxation in receivership and administration Guides reader through impact of new legislative developments and reflects the latest rulings from both UK and EU courts Covers both corporate and personal insolvency, plus a chapter on cross-border insolvency Gives latest rulings and case study material on the recast EU Insolvency Regulation Illustrates potential judicial conflicts within the practice area of administration Takes account of the effects of liquidation on administrative receivership

Hewitt on Joint Ventures 8th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law. Described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”, it is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents. Coverage: Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures Guides you through the planning stages of a joint venture or alliance Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination and change; and disputes – mediation, litigation and arbitration Sets out the relevant legal background Suggests ways of dealing with issues that may arise Includes a range of precedents and checklists Recognises the international nature of many JV agreements New to this Edition Hewitt reflects and contextualises many significant legal developments over the last five years, including: the legal impact of the UK’s departure from the European Union the growing importance for business and transactions of environmental, social and governance (ESG) factors and how directors should approach this the much-increased focus on corporate transparency and anti-corruption, which has led to significant new legislation addressing the disclosure of foreign ownership of UK real estate, verification of the controllers and managers of UK companies and other vehicles, and the prospective introduction of a failure to prevent fraud offence the main joint venture-relevant case law since the last edition, including new clarity from the higher courts regarding: the duties owed by directors to creditors when the company is insolvent, and the consequences of breach the rule against recovery for reflective loss parent company liability for tort the exercise of conversion rights from one class of shares to another the limitation of actions in relation to unfair prejudice petitions the consolidation and wider application of the principle that a person is unlikely to have agreed to give up a valuable right that they would otherwise have had, unless there are clear words to that effect the closer scrutiny and control in the interests of national security of inward investment in key areas the treatment of the entry into and termination of joint ventures under the new UK Listing Regime the potentially far-reaching imposition of financial responsibility for defective residential buildings and the need – for these and other reasons flagged above – for careful due diligence challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates).

The 7th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats. Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit” Guidance for every sale of a business Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals Helps you represent either the buyer and the seller Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients Start to finish advice on the process Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand Draft in line with current developments Helps you ensure your agreements are in-line with the latest developments on company and commercial law. Updates on the General Data Protection Regulation. Shows how property and environmental issues may affect the sale of businesses Full set of precedents included to save you time drafting Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents

The 7th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats. Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit” Guidance for every sale of a business Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals Helps you represent either the buyer and the seller Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients Start to finish advice on the process Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand Draft in line with current developments Helps you ensure your agreements are in-line with the latest developments on company and commercial law. Updates on the General Data Protection Regulation. Shows how property and environmental issues may affect the sale of businesses Full set of precedents included to save you time drafting Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws

 Your Practical Handbook to Corporate Law & Governance in Singapore

The first and only source of practical procedures to corporate law and corporate governance, covering up to and including the most recent changes since 2018.

A high standard of corporate governance is essential to continue building Singapore’s reputation as a regional and global hub for businesses. Over the last two decades, Singapore companies have greatly progressed in their corporate governance practices. However, businesses now operate in an increasingly complex environment, with disruptive changes challenging traditional business models. It is of paramount importance for Singapore companies to steadily uplift and improve their own corporate governance practices, not only in letter but also in spirit, in order to stay ahead in this business environment. In the local regulatory landscape, the Singapore Code of Corporate Governance has undergone a major revision in August 2018 and some corporate governance disclosures and practices are now mandatory. With the enactment of new legislation including the Insolvency, Restructuring and Dissolution Act 2018 and Variable Capital Companies Act 2018 and the passing of amendment acts, the Companies Act of 1967 has also been amended many times. Finally, Singapore courts have issued landmark judgements in the area of company law, such as Independent State of Papua New Guinea v PNG Sustainable Development Program Ltd [2020] 2 SLR 200 and Miao Weiguo v Tendcare Medical Group Holdings Pte Ltd [2021] SCGA 116.

 

Essentials of Corporate Law and Governance in Singapore brings together and highlights the key issues in company law and governance in Singapore today. Written by an author with vast experience in this area, the book discusses the applicable law and practice with clarity and keen regard for practical considerations, supported by the latest case law of the Singapore courts. Besides making extensive references to the relevant current legislation and Code of Corporate Governance 2018, the discussion also considers the latest Singapore Financial Reporting Standards and the applicable provisions from the SGX Mainboard and catalist Rulebooks.

 

The text is supplemented by useful comparative tables and summaries of regulatory guidelines. These include:

• Comparison of Table A/Model Constitution of companies limited by shares

• Comparison between the Code of Corporate Governance 2018 and the Code of

Corporate Governance 2012 (new)

• Table of Companies Act offences and penalties (updated)

• Table of company changes and filing deadlines (updated)

• Table of legislative references and criminal penalties for breach of statutory

duties (updated)

• Comparative Table of Guidelines on Corporate Governance for Banks, Financial

Holding Companies and Direct Insurers incorporated in Singapore – 2021 vs.

2013 (new)

Hollington on Shareholder's Rights provides guidance for readers on the statutory remedies for the protection of minority shareholders with coverage/guidance also of articles of association and shareholders' agreements; the fiduciary duties of directors; restrictions on the power of the majority under general principles of equity and the principles of partnership law (such as good faith) which have been adopted in company law. The new edition references the multitude of cases (particularly appellate) decided in the common law world and other developments since the last edition, requiring substantial rewriting of the text on many topics. Highlights are: Majority Rule- review of principles of abuse and excess of power and “fraud in equity” principles in Grand View Private Trust [2022] UKPC 47 Bargain between shareholders - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371 (contractual duty of good faith); Barton v Morris [2023] UKSC 3 (contractual interpretation, express and implied terms); Tulip Trading Ltd v Bitcoin Association for BSV [2023] EWCA Civ 83 (fiduciary relationships) Director’s duties- BTI 2014 LLC v Sequana SA [2022] UKSC 25 and Stanford International Bank Ltd. v HSBC [2022] UKSC 34 (interests of creditors); ClientEarth v Shell [2023] EWHC 1137 and 1187 (Ch) (interests of members as a whole; derivative claim); duty to act for proper purpose where purposes mixed; Burnell v Trans-Tag Ltd & Anor [2021] EWHC 1457 (Ch) (the leaving director) Derivative claims- McGaughey v Universities Superannuation Scheme Ltd [2023] EWCA Civ 873 (common law derivative claims and fraud on minority); changes to CPR 19; Boston v Szerelmey [2020] EWHC 1136 (Ch), [2020] EWHC 3042 (Ch) and [2022] EWHC 2849 (Ch) and Leslie v Ball [2023] EWHC 1771 (Ch) (costs indemnity) Unfair Prejudice Principles - Re Compound Photonics Group Ltd [2022] EWCA Civ 1371; Financial Technology Ventures II (Q) LP v ETFS Capital Ltd [2021] JCA 176; Chu v Lau [2020] UKPC 24 (breakdown of trust and confidence; exclusion from management); Ming Siu Hung v JF Ming Inc [2021] UKPC 1 and Kwik v Yao [2022] UKPC 52 (ignoring minority; appeals; remedy); Re Coinomi Ltd [2022] EWHC 3178 (Ch) (relationship with derivative claim); FamilyMart China Holding v Ting Chuan [2023] UKPC 33 (ouster of court by arbitration agreement) Unfair Prejudice Remedies- Ming Siu Hung v JF Ming Inc [2021] UKPC 1 (share purchase order); Otello Corp ASA v Moore Frères and Co LLC [2020] EWHC 3261 (Ch), Smith v Smith [2022] EWHC 1035 (Ch), Re Cardiff City Football Club (Holdings) Ltd [2022] EWHC 2023 (Ch), Krishna Holdco Ltd v Gowrie Holdings Ltd [2023] EWHC 1538 (Ch) (discount for minority shareholding) Just and equitable winding up - Chu v Lau [2020] UKPC 24; Ming Siu Hung v JF Ming Inc [2021] UKPC 1; Duneau v Klimt Invest SA Plc [2022] EWHC 596 (Ch) (loss of substratum)

Hewitt on Joint Ventures 8th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law. Described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”, it is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents. Coverage: Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures Guides you through the planning stages of a joint venture or alliance Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination and change; and disputes – mediation, litigation and arbitration Sets out the relevant legal background Suggests ways of dealing with issues that may arise Includes a range of precedents and checklists Recognises the international nature of many JV agreements New to this Edition Hewitt reflects and contextualises many significant legal developments over the last five years, including: the legal impact of the UK’s departure from the European Union the growing importance for business and transactions of environmental, social and governance (ESG) factors and how directors should approach this the much-increased focus on corporate transparency and anti-corruption, which has led to significant new legislation addressing the disclosure of foreign ownership of UK real estate, verification of the controllers and managers of UK companies and other vehicles, and the prospective introduction of a failure to prevent fraud offence the main joint venture-relevant case law since the last edition, including new clarity from the higher courts regarding: the duties owed by directors to creditors when the company is insolvent, and the consequences of breach the rule against recovery for reflective loss parent company liability for tort the exercise of conversion rights from one class of shares to another the limitation of actions in relation to unfair prejudice petitions the consolidation and wider application of the principle that a person is unlikely to have agreed to give up a valuable right that they would otherwise have had, unless there are clear words to that effect the closer scrutiny and control in the interests of national security of inward investment in key areas the treatment of the entry into and termination of joint ventures under the new UK Listing Regime the potentially far-reaching imposition of financial responsibility for defective residential buildings and the need – for these and other reasons flagged above – for careful due diligence challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates).

Hewitt on Joint Ventures 8th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law. Described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”, it is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents. Coverage: Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures Guides you through the planning stages of a joint venture or alliance Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination and change; and disputes – mediation, litigation and arbitration Sets out the relevant legal background Suggests ways of dealing with issues that may arise Includes a range of precedents and checklists Recognises the international nature of many JV agreements New to this Edition Hewitt reflects and contextualises many significant legal developments over the last five years, including: the legal impact of the UK’s departure from the European Union the growing importance for business and transactions of environmental, social and governance (ESG) factors and how directors should approach this the much-increased focus on corporate transparency and anti-corruption, which has led to significant new legislation addressing the disclosure of foreign ownership of UK real estate, verification of the controllers and managers of UK companies and other vehicles, and the prospective introduction of a failure to prevent fraud offence the main joint venture-relevant case law since the last edition, including new clarity from the higher courts regarding: the duties owed by directors to creditors when the company is insolvent, and the consequences of breach the rule against recovery for reflective loss parent company liability for tort the exercise of conversion rights from one class of shares to another the limitation of actions in relation to unfair prejudice petitions the consolidation and wider application of the principle that a person is unlikely to have agreed to give up a valuable right that they would otherwise have had, unless there are clear words to that effect the closer scrutiny and control in the interests of national security of inward investment in key areas the treatment of the entry into and termination of joint ventures under the new UK Listing Regime the potentially far-reaching imposition of financial responsibility for defective residential buildings and the need – for these and other reasons flagged above – for careful due diligence challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates).

The 7th edition of Sale of Shares and Businesses provides a comprehensive guide to the acquisition of businesses in the UK, whether the acquisition is structured by way of a purchase of shares or a purchase of assets. This title includes comments and explanations on the main issues which arise on such transactions. In addition to commentary, precedents are included in paper and electronic formats. Fully updated to take account of changes introduced by the General Data Protection regulations (GDPR), this new edition also considers the impact of the Covid-19 pandemic and of course “Brexit” Guidance for every sale of a business Gives guidance on every part of the sale of business so you can make sure everything is covered and nothing is missed out Helps you draw up agreements for every type of business client using examples drawn from all sizes of transactions from the sales of small business to multi-million pound deals Helps you represent either the buyer and the seller Goes through both sale of shares and the sale of assets so whichever way the business is being bought, you’ll have all the right advice and correctly drafted documents to give to your clients Start to finish advice on the process Covers pre-acquisition or disposal of a company so you can be fully prepared for negotiations over the sale of a business Outlines the general principles of due diligence and in particular financial and legal due diligence helping you make sure the agreement for sale is based on a true reflection of the value of the business Gives guidance on the key components of a sale agreement so you can draft and check your documents with confidence Includes details on warranties and indemnities so you can ensure you have made provisions for the possible problems that may arise post-sale Covers specialist areas for example, pensions, tax and employment law issues so you’ll be able to quickly find out what the law says on these areas, if they are relevant to the agreement in hand Draft in line with current developments Helps you ensure your agreements are in-line with the latest developments on company and commercial law. Updates on the General Data Protection Regulation. Shows how property and environmental issues may affect the sale of businesses Full set of precedents included to save you time drafting Includes a CD-ROM full of all the precedents related to the sale of a business including: acquisition agreements, board minutes and power of attorney precedents Enables you to draft documents more quickly as it gives you precedents on CD-ROM to use as a basis for drafting, or to select the relevant clauses as you need them Saves you time as you can easily find and copy the precedents and clauses you need from the CD-ROM into your own documents

This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors - who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area. New for the 12th edition: This edition reflects the changes in law, convention and practice since the last edition. As well as updated warranties, there are new ones to deal with the various assistance programs provided by the Government during the height of the Covid 19 pandemic and new warranties and due diligence enquiries relating to the national security and Investment Act 2021. Features: Provides precedents and commentary on warranties and indemnities on share sales Provides guidance for all parties – purchasers and vendors - who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business. For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared For the vendors’ solicitors, provides guidance and commentaries with the precedents Organised around precedents of clauses and documents, accompanied by extensive commentary Arranged in a logical chronology Covers the history and function of warranties and indemnities Covers the various parties to a sale and purchase agreement Covers the rights and liabilities that arise from a breach of warranty Provides detailed consideration of tax, property and general warranties in a share sale Covers the forms taken by tax deeds Covers warranties, undertakings and indemnities requested by the purchaser Covers completion accounts and valuation Covers how to deal with liability when warranty risk is to be insured. Provides clearly-written commentary and guidance aimed to explicate clauses and their impact

Bowstead & Reynolds on Agency is the essential reference source for commercial practitioners. Part of the long-established Common Law Library, this new edition updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws. The 23rd edition has been fully updated to take account of all developments in agency, including new text on: implied limits to actual authority and onus of proof of authority; sub-agency, and agent’s rights to indemnity; vicarious liability; and undisclosed principals. The text has been updated with all key cases, including: Wood v Commercial First Business Ltd [2021] EWCA Civ 471 on bribes and secret commissions Law Debenture Trust Corp Plc v Ukraine [2023] UKSC 11 on capacity, actual and apparent authority Philipp v Barclays Bank UK Plc [2023] UKSC 25 on actual and apparent authority Barton v Morris [2023] UKSC 3 on scope of quantum meruit for services by agent Barclay-Watt v Alpha Panareti Public Ltd [2022] EWCA Civ 1169 on agent’s liability for misrepresentation and joint tortfeasance And new cases from Singapore, Hong Kong, Australia and New Zealand The new first supplement updates all relevant aspects of law and how they relate to agency agreements, including contract law, administrative law, tort, commercial/company law, the law of property and the conflict of laws