Introduction

Shareholders’ agreements are pivotal instruments in corporate governance, serving as contractual frameworks that define the relationships, rights, and obligations among shareholders of a company. These agreements play a crucial role in mitigating potential conflicts, aligning interests, and establishing clear protocols for various corporate actions. In an era of increasingly complex business structures and globalized markets, the significance of well-crafted shareholders’ agreements cannot be overstated.

This article aims to provide a comprehensive legal analysis of shareholders’ agreements, examining their fundamental components, legal implications, and evolving role in modern corporate law. By delving into the intricate legal frameworks surrounding these agreements, we seek to elucidate their importance in safeguarding shareholder interests, promoting corporate stability, and facilitating efficient dispute resolution mechanisms.

The subsequent sections will explore the multifaceted nature of shareholders’ agreements, beginning with a thorough examination of their definition and purpose. We will then proceed to analyze the legal foundations upon which these agreements are built, the key components that constitute their structure, and the various types of provisions commonly incorporated. Furthermore, this article will address the challenges associated with enforceability, provide international perspectives, and present relevant case studies to illustrate the practical applications and judicial interpretations of shareholders’ agreements.

As we navigate through these topics, it is essential to recognize that shareholders’ agreements operate at the intersection of contract law and corporate governance. This intersection presents unique legal considerations and challenges that merit careful examination. By the conclusion of this article, readers will gain a comprehensive understanding of the legal intricacies surrounding shareholders’ agreements and their critical role in shaping corporate relationships and operations.

Definition and Purpose of Shareholders’ Agreements

Definition

A shareholders’ agreement, in its broadest legal sense, is a contractual arrangement entered into by some or all shareholders of a company. It establishes the rights, privileges, and obligations of the participating shareholders, and often includes provisions that govern the management and operation of the company. This private contract exists alongside the company’s articles of association and bylaws, sometimes supplementing or even superseding certain aspects of these foundational documents.

From a legal perspective, shareholders’ agreements are distinct from the company’s constitutional documents in several key aspects. While articles of association are publicly filed documents that bind all shareholders, including future ones, shareholders’ agreements are typically private contracts that bind only the signatories. This distinction has significant implications for the enforcement and scope of these agreements, which will be explored in greater detail in subsequent sections.

Purpose

The primary purpose of a shareholders’ agreement is to provide a framework for shareholder relationships and corporate governance that goes beyond the standard provisions found in a company’s articles of association or the default rules provided by corporate law. These agreements serve multiple objectives, each with its own legal implications:

1. Protection of Minority Shareholders: One of the foremost purposes of shareholders’ agreements is to protect the interests of minority shareholders. By contractually stipulating certain rights and protections, these agreements can mitigate the risk of oppression by majority shareholders. From a legal standpoint, this purpose aligns with the broader principles of equity and fairness in corporate law, providing a mechanism to balance power dynamics within the company.

2. Decision-Making Protocols: Shareholders’ agreements often establish clear procedures for making key corporate decisions. This can include provisions for supermajority voting on certain matters, veto rights, or the establishment of specific committees. Legally, these provisions can modify the default decision-making processes prescribed by corporate statutes, allowing for more tailored governance structures.

3. Dispute Resolution Mechanisms: By incorporating alternative dispute resolution clauses, such as mediation or arbitration provisions, shareholders’ agreements aim to provide efficient and cost-effective means of resolving conflicts. These mechanisms can help avoid protracted litigation, which is particularly valuable in maintaining business continuity and preserving shareholder relationships.

4. Exit Strategies: Shareholders’ agreements frequently include provisions that govern the transfer of shares, including right of first refusal clauses, tag-along and drag-along rights, and put or call options. These clauses serve the legal purpose of providing predetermined and orderly processes for shareholders to exit their investments or for the company to manage changes in ownership structure.

5. Confidentiality and Non-Competition: To protect the company’s interests, shareholders’ agreements often include confidentiality and non-competition clauses. These provisions have significant legal implications, as they must be carefully drafted to ensure enforceability while balancing the legitimate interests of the company against potential restraints on trade.

6. Corporate Governance Enhancement: By establishing clear rules for board composition, appointment of directors, and management responsibilities, shareholders’ agreements can enhance corporate governance structures. From a legal perspective, these provisions interact with statutory corporate governance requirements, sometimes providing additional layers of oversight and accountability.

7. Alignment of Shareholder Interests: Through various mechanisms such as share vesting schedules, performance targets, and dividend policies, shareholders’ agreements aim to align the interests of different shareholder groups. This alignment has legal implications in terms of fiduciary duties and the potential for conflicts of interest.

Legal Significance

The legal significance of shareholders’ agreements lies in their ability to create binding obligations among the signatories that may not be otherwise achievable through standard corporate documentation. These agreements allow for a high degree of customization in corporate relationships, enabling shareholders to address specific concerns or objectives that may be unique to their particular situation.

However, it is crucial to note that the enforceability and legal effect of shareholders’ agreements can vary depending on the jurisdiction and the specific provisions in question. In some legal systems, certain clauses in shareholders’ agreements may be deemed unenforceable if they conflict with mandatory corporate law provisions or public policy considerations.

Moreover, the interaction between shareholders’ agreements and a company’s articles of association can raise complex legal questions. While shareholders’ agreements are generally considered to create personal rights enforceable between the parties, they may not always bind the company itself or future shareholders who are not party to the agreement. This limitation can have significant implications for the long-term effectiveness of these agreements and may necessitate careful structuring and periodic review to ensure ongoing relevance and enforceability.

In conclusion, shareholders’ agreements serve as vital tools in corporate structuring and governance, offering a flexible means to address the diverse needs and objectives of shareholders. Their definition and purpose are deeply rooted in principles of contract law and corporate governance, creating a unique legal instrument that requires careful consideration and drafting to maximize its effectiveness and enforceability.

Legal Framework and Statutory Basis

The legal framework surrounding shareholders’ agreements is multifaceted, drawing upon various areas of law and statutory provisions. Understanding this framework is crucial for appreciating the legal implications and limitations of these agreements. This section will explore the statutory basis, common law principles, and regulatory considerations that shape the legal landscape of shareholders’ agreements.

Statutory Foundations

1. Corporate Law Statutes:

The primary statutory basis for shareholders’ agreements typically stems from national or state corporate law statutes. In the United States, for instance, the Delaware General Corporation Law (DGCL) and the Model Business Corporation Act (MBCA) provide the foundational legal framework within which shareholders’ agreements operate. Section 218(c) of the DGCL explicitly recognizes the validity of voting agreements among shareholders, while Section 7.32 of the MBCA provides for shareholder agreements in close corporations.

In the United Kingdom, the Companies Act 2006 forms the statutory backdrop for shareholders’ agreements. While the Act does not explicitly regulate shareholders’ agreements, it provides the corporate governance framework within which these agreements must operate. Sections 17 and 29 of the Act, which deal with the company’s constitution and effect of the articles of association, are particularly relevant in understanding the interplay between statutory corporate governance and private shareholder arrangements.

In civil law systems, a shareholders’ agreement is a contract concluded between the shareholders of a company to regulate their relations within the company.

In Belgium, shareholders’ agreements are governed by the Code of Companies and Associations and by the Code of Economic Law, which give the parties considerable contractual freedom, while imposing certain limits, particularly with regard to clauses that are contrary to public policy or morality. Nor may agreements contradict the company’s articles of association or infringe the mandatory rules of company law.

In France, shareholders’ agreements are also subject to contractual freedom, but must comply with the provisions of the Civil Code and the Commercial Code. The clauses of the agreement must not run counter to mandatory legal provisions or be contrary to the company’s interests. Furthermore, in the event of any contradiction between the agreement and the company’s articles of association, the latter will prevail under French law. Both countries therefore offer shareholders considerable latitude in organising their relations, while at the same time imposing legal safeguards to preserve corporate equilibrium and public policy.

In Germany and the Netherlands, the shareholders’ agreement is also recognised as a legal instrument enabling shareholders to organise their relations and establish specific rules governing the management and control of the company.

In Germany, shareholders’ agreements are subject to the principle of contractual freedom, regulated mainly by the German Civil Code (Bürgerliches Gesetzbuch – BGB). However, it is essential that the agreement does not contradict the company’s articles of association or mandatory rules of company law, such as those set out in the Stock Corporation Act (Aktiengesetz – AktG) for public limited companies or the Limited Liability Companies Act (GmbHG) for private limited companies. In addition, the clauses must not be contrary to public policy or morality.

In the Netherlands, shareholders’ agreements are also based on freedom of contract, governed by the Dutch Civil Code (Burgerlijk Wetboek). The agreement is binding on the parties who sign it, but it cannot take precedence over the company’s articles of association, which remain the main point of reference. The clauses of the agreement must comply with the legal provisions and must not contravene the mandatory rules of Dutch company law, in particular those relating to governance and the protection of the interests of minority shareholders.

2. Contract Law:

As fundamentally contractual instruments, shareholders’ agreements are also governed by general principles of contract law and the legal adage pacta sunt servanda. Statutes such as the Uniform Commercial Code in the United States or the Contracts (Rights of Third Parties) Act 1999 in the UK can have significant implications for the interpretation and enforcement of these agreements. The same applies to the Belgian, French, German and Dutch Civil Codes

3. Securities Regulations:

In publicly traded companies, shareholders’ agreements must comply with securities regulations. In the United States, the Securities Exchange Act of 1934 and related SEC regulations impose disclosure requirements and other obligations that can affect the content and operation of shareholders’ agreements. Similarly, in the European Union, the Transparency Directive (Directive 2004/109/EC) and the Market Abuse Regulation (Regulation (EU) No 596/2014) create a regulatory framework that shareholders’ agreements must navigate.

Common Law Principles

In civil law systems, the interpretation and application of shareholder agreements are essentially governed by national civil codes. This is not the case in common law systems, which are heavily influenced by judicial decisions. Let’s look at the latter for a moment.

The main areas of common law that have an impact on these agreements are as follows:

1. Contractual Interpretation:

Courts have developed various rules of contractual interpretation that apply to shareholders’ agreements. These include the plain meaning rule, the parol evidence rule, and principles for resolving ambiguities in contract terms. For example, in Raytheon Co. v. National Union Fire Insurance Co. of Pittsburgh, PA, 306 F. Supp. 2d 346 (S.D.N.Y. 2004), the court emphasized the importance of interpreting contract terms in the context of the entire agreement.

2. Fiduciary Duties:

Common law principles of fiduciary duty, particularly in the context of closely held corporations, can interact with and sometimes conflict with provisions in shareholders’ agreements. The landmark case of Meinhard v. Salmon, 164 N.E. 545 (N.Y. 1928), established the high standard of loyalty expected in business relationships, a principle that continues to influence how courts view obligations among shareholders.

3. Corporate Governance Norms:

Judicial decisions have shaped corporate governance norms that impact the permissible scope of shareholders’ agreements. Cases such as Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988), which articulated the principle that actions primarily intended to interfere with shareholder voting rights are subject to heightened scrutiny, inform the boundaries of what can be agreed upon in shareholders’ agreements.

Regulatory Considerations

Beyond statutory and common law foundations, shareholders’ agreements must navigate a complex regulatory landscape:

1. Antitrust Regulations:

Shareholders’ agreements that involve competitors or significant market players may need to comply with antitrust laws. In the European Union, Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU) provide the framework for competition law compliance. In the United States, the Sherman Act and the Clayton Act set boundaries on agreements that could be seen as anti-competitive.

2. Tax Regulations:

The structure of shareholders’ agreements can have significant tax implications. Provisions related to share transfers, dividend distributions, and capital structures must be crafted with consideration of applicable tax laws. For instance, in the U.S., the Internal Revenue Code sections dealing with S corporations (Subchapter S) can impact how shareholders’ agreements are structured for these entities.

3. Foreign Investment Laws:

In an era of globalized business, shareholders’ agreements involving international parties must consider foreign investment laws. The Committee on Foreign Investment in the United States (CFIUS) process in the U.S. or the National Security and Investment Act 2021 in the UK are examples of regulatory frameworks that can affect cross-border shareholder arrangements.

4. Industry-Specific Regulations:

Certain industries, such as banking, insurance, and telecommunications, are subject to specific regulations that can impact the permissible contents of shareholders’ agreements. For example, in the banking sector, regulations stemming from the Dodd-Frank Wall Street Reform and Consumer Protection Act in the U.S. can affect ownership structures and governance arrangements.

Interaction with Company Constitution

A critical aspect of the legal framework for shareholders’ agreements is their interaction with the company’s constitutional documents:

1. Articles of Association:

In many jurisdictions, the articles of association (or bylaws in some countries) are considered the primary governing document of a company. Shareholders’ agreements must be carefully drafted to avoid conflicts with the articles. In the UK case of Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588, the House of Lords held that while a company cannot be bound by a shareholders’ agreement to fetter its statutory powers, the shareholders themselves can be bound by such an agreement.

2. Incorporation by Reference:

Some jurisdictions allow for certain provisions of shareholders’ agreements to be incorporated into the company’s articles, thereby giving them effect against the company and future shareholders. This approach can bridge the gap between the private nature of shareholders’ agreements and the public nature of articles of association.

3. Conflicts and Precedence:

When conflicts arise between shareholders’ agreements and articles of association, courts generally give precedence to the articles as the company’s primary constitutional document. However, this can vary depending on the specific provisions and the jurisdiction. The case of Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1987] Ch 1 illustrates the complexities that can arise in such conflicts.

In conclusion, the legal framework and statutory basis for shareholders’ agreements comprise a complex interplay of corporate law statutes, contract law principles, common law doctrines, and regulatory requirements. This multifaceted legal landscape necessitates careful consideration and expert drafting to ensure that shareholders’ agreements are both effective and legally compliant. As we proceed to examine the key components and specific provisions of these agreements, it is crucial to keep this broader legal context in mind, as it fundamentally shapes the permissible scope and enforceability of shareholders’ agreements across different jurisdictions.

Key Components of Shareholders’ Agreements

Shareholders’ agreements, while highly customizable, typically contain several key components that address fundamental aspects of shareholder relationships and corporate governance. This section will examine these essential elements, their legal implications, and how they function within the broader framework of corporate law.

Parties and Recitals

1. Identification of Parties:

The agreement must clearly identify all parties involved, typically including individual shareholders, corporate entities holding shares, and often the company itself. The legal status of each party (e.g., individual, corporation, trust) should be specified, as this can affect the application of certain legal principles.

2. Recitals:

These preliminary statements set out the background and context of the agreement. While not typically considered operative provisions, recitals can be crucial in interpreting the parties’ intentions if disputes arise. In the case of Bank of New Zealand v Fiberi Pty Ltd (1994) 12 ACLC 48, the court emphasized the importance of recitals in understanding the commercial purpose of an agreement.

Legal Implication: Proper identification of parties and clear recitals can be critical in determining the agreement’s scope and enforceability, particularly in complex corporate structures or when dealing with international parties.

Definitions and Interpretations

This section typically includes:

1. Defined Terms:

Key terms used throughout the agreement are defined to ensure consistency and clarity.

2. Interpretation Clauses:

These clauses set out rules for interpreting the agreement, such as how conflicts between clauses should be resolved or how specific terms should be construed.

Legal Implication: Well-drafted definitions and interpretation clauses can significantly reduce ambiguity and potential for disputes. In complex agreements, these sections can be crucial in judicial interpretation, as demonstrated in cases like Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38, where the House of Lords emphasized the importance of commercial context in contract interpretation.

Share Ownership and Capital Structure

1. Initial Shareholding:

This component outlines the initial distribution of shares among the parties.

2. Share Classes:

If applicable, the agreement should detail different classes of shares and their associated rights.

3. Capital Contributions:

Provisions regarding initial and future capital contributions, including mechanisms for additional funding.

4. Share Issuance and Transfer Restrictions:

Rules governing the issuance of new shares and restrictions on share transfers.

Legal Implication: These provisions interact closely with corporate law statutes governing share capital. For instance, in the U.S., they must comply with state corporation laws and potentially SEC regulations if the company is public. In the UK, they must align with the Companies Act 2006 provisions on share capital and class rights. In Belgium, they must align with the Code of Companies and Associations. In France, the Civil Code will be the standard rule to follow.

Management and Control Provisions

1. Board Composition:

Rules for appointing directors, including nomination rights for specific shareholders.

2. Voting Agreements:

Provisions detailing how shareholders agree to vote their shares on certain matters.

3. Reserved Matters:

List of decisions requiring special majorities or unanimous consent.

4. Information Rights:

Shareholders’ rights to access company information beyond statutory requirements.

Legal Implication: These provisions must be carefully drafted to avoid conflicts with statutory management powers of directors. In the Delaware Supreme Court case of Quickturn Design Systems, Inc. v. Shapiro, 721 A.2d 1281 (Del. 1998), the court invalidated a provision that unduly restricted the board’s power to manage the corporation.

Dividend Policy

1. Distribution Rules:

Agreed principles for dividend distributions.

2. Reinvestment Provisions:

Agreements on reinvesting profits into the business.

Legal Implication: Dividend policies in shareholders’ agreements must be carefully structured to comply with corporate law restrictions on distributions. For instance, in the UK, sections 830-831 of the Companies Act 2006 impose restrictions on distributions based on available profits. In the US, dividend provisions must comply with state law requirements, such as Delaware’s “surplus” test under DGCL §170. The case of In re Reliable Mfg. Corp., 703 A.2d 396 (Del. Ch. 1997) illustrates the legal complexities surrounding dividend policies and director discretion.

3. Dividend Waivers:

Provisions allowing certain shareholders to waive their right to dividends under specific circumstances.

Legal Implication: Dividend waivers can have significant tax implications and must be structured carefully to avoid being characterized as a constructive dividend in some jurisdictions.

Share Transfer Restrictions

1. Right of First Refusal (ROFR):

Gives existing shareholders the right to purchase shares before they can be sold to third parties.

2. Right of First Offer (ROFO):

Requires a selling shareholder to first offer their shares to existing shareholders before seeking external buyers.

3. Tag-Along Rights:

Allows minority shareholders to join in the sale of shares by a majority shareholder on the same terms.

4. Drag-Along Rights:

Enables a majority shareholder to force minority shareholders to join in the sale of the company.

Legal Implication: Transfer restrictions must be carefully balanced against principles of free transferability of shares. In the UK case of Constable v Executive Connections Ltd [2005] EWCA Civ 931, the court emphasized that such restrictions should be interpreted narrowly. In the US, unreasonable transfer restrictions may be deemed unenforceable, as seen in Rafe v. Hindin, 29 AD 2d 481 (N.Y. App. Div. 1968).

Dispute Resolution Mechanisms

1. Mediation Clauses:

Provisions requiring parties to attempt mediation before pursuing other forms of dispute resolution.

2. Arbitration Agreements:

Clauses mandating arbitration for certain types of disputes, often including details on the arbitration process and selection of arbitrators.

3. Expert Determination:

Provisions for referring specific technical or financial disputes to an independent expert for resolution.

4. Jurisdiction and Governing Law:

Specifies the legal jurisdiction and applicable law for interpreting and enforcing the agreement.

Legal Implication: The enforceability of dispute resolution clauses, particularly arbitration agreements, can vary by jurisdiction. In the US, the Federal Arbitration Act generally favors the enforcement of arbitration agreements, as seen in AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011). In international contexts, the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards plays a crucial role in ensuring the effectiveness of arbitration clauses.

Exit Strategies

1. Put and Call Options:

Provisions granting shareholders the right to sell their shares to (put), or buy shares from (call), other shareholders under specified conditions.

2. Shotgun Clauses:

A mechanism where one shareholder sets a price at which they will either buy the other shareholders’ shares or sell their own shares.

3. Initial Public Offering (IPO) Provisions:

Clauses detailing shareholders’ rights and obligations in the event of an IPO, including registration rights and lock-up periods.

Legal Implication: Exit provisions must be drafted with consideration of securities laws, particularly for IPO scenarios. In the US, SEC regulations, including Rule 144, impact how and when shares can be sold following an IPO. The case of Blau v. Lehman, 368 U.S. 403 (1962) highlights the complexities of insider trading rules in the context of shareholder agreements.

Confidentiality and Non-Competition

1. Confidentiality Clauses:

Provisions protecting the company’s confidential information and trade secrets.

2. Non-Compete Agreements:

Restrictions on shareholders engaging in competing businesses.

3. Non-Solicitation Provisions:

Clauses preventing shareholders from soliciting the company’s employees, customers, or suppliers.

Legal Implication: The enforceability of these provisions varies significantly by jurisdiction. In the US, the enforceability of non-compete agreements varies by state, with California being notably restrictive (see Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)). In the UK, such clauses must be reasonable in scope and duration to be enforceable, as established in Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535.

In Belgium, non-competition clauses in shareholders’ agreements are authorised and subject to contractual freedom, but they must comply with certain conditions in order to be valid. In general, the maximum duration of a non-competition clause is five years. This period may vary depending on the nature of the company and the position of the person concerned. The clause must be proportionate and justified by the legitimate interests of the company.

In France, non-competition clauses are also permitted, but they must meet strict criteria to be valid: they must be limited in time and space, justified by the legitimate interests of the company, and proportionate to the aim pursued. In terms of duration, non-competition clauses are generally limited to a period of two to three years. However, this duration may vary depending on the specific nature of the case, and an excessive duration could be deemed null and void by the courts.

In Germany, non-competition clauses are permitted, but they are closely regulated. For directors and major shareholders, the duration of a non-competition clause may generally not exceed two years after the end of their term of office or shareholding in the company, according to case law. To be valid, the clause must also be justified by a legitimate business interest, and financial compensation must be provided.

Finally, in the Netherlands, non-competition clauses are also accepted, but they must meet certain criteria to be valid: the duration must be reasonable, and the clause must be necessary to protect the legitimate interests of the company. The typical duration for a non-competition clause is two to three years, although this may vary depending on the specific circumstances and the position of the person concerned.

Deadlock Resolution

1. Russian Roulette Provisions:

A mechanism where one party offers to buy out the other at a specified price, with the offeree having the option to either sell or buy at that price.

2. Texas Shootout Clauses:

Similar to Russian Roulette, but involves a sealed bidding process.

3. Board Tie-Breaking Mechanisms:

Provisions for resolving board-level deadlocks, such as appointment of an independent director or referral to an expert.

Legal Implication: Deadlock provisions must be carefully drafted to ensure fairness and avoid potential abuse. The Delaware Chancery Court case of Haley v. Talcott, 864 A.2d 86 (Del. Ch. 2004) illustrates the complexities in enforcing deadlock provisions and the court’s approach to evaluating their fairness.

Warranties and Indemnities

1. Shareholder Warranties:

Representations made by shareholders about their capacity to enter into the agreement and the status of their shareholdings.

2. Company Warranties:

Representations about the company’s financial status, assets, and liabilities.

3. Indemnification Provisions:

Clauses detailing how shareholders will be indemnified for losses arising from breaches of the agreement or warranties.

Legal Implication: The scope and enforceability of warranties and indemnities can be impacted by statutory limitations. For instance, in the UK, the Companies Act 2006 places restrictions on a company’s ability to indemnify its directors (sections 232-235). In the US, Delaware law allows for broad indemnification of directors and officers under DGCL §145, but with certain limitations.

Amendment and Termination

1. Amendment Procedures:

Processes for modifying the agreement, often requiring unanimous or supermajority consent.

2. Termination Events:

Circumstances under which the agreement will terminate, such as an IPO or sale of the company.

3. Consequences of Termination:

Provisions detailing the effects of termination on ongoing obligations and rights.

Legal Implication: Amendment and termination provisions must be drafted with consideration of potential future scenarios. The case of Eaton v Mains, 2005 WL 1653988 (Del. Ch. 2005) highlights the importance of clear termination provisions in shareholders’ agreements.

Conclusion

In conclusion, the key components of shareholders’ agreements form a complex web of rights, obligations, and mechanisms designed to govern shareholder relationships and corporate operations. Each component carries significant legal implications and must be carefully crafted to ensure compliance with applicable laws, effectiveness in achieving the parties’ objectives, and enforceability in the relevant jurisdictions. As we proceed to the next section on Types of Provisions in Shareholders’ Agreements, we will delve deeper into specific clauses and their legal nuances.

Some references:

• Delaware General Corporation Law (DGCL)

• Model Business Corporation Act (MBCA)

• UK Companies Act 2006

• US Uniform Commercial Code

• UK Contracts (Rights of Third Parties) Act 1999

• US Securities Exchange Act of 1934

• EU Transparency Directive (Directive 2004/109/EC)

• EU Market Abuse Regulation (Regulation (EU) No 596/2014)

• Raytheon Co. v. National Union Fire Insurance Co. of Pittsburgh, PA, 306 F. Supp. 2d 346 (S.D.N.Y. 2004)

• Meinhard v. Salmon, 164 N.E. 545 (N.Y. 1928)

• Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1988)

• US Sherman Act

• US Clayton Act

• Treaty on the Functioning of the European Union (TFEU), Articles 101 and 102

• US Internal Revenue Code, Subchapter S

• US Dodd-Frank Wall Street Reform and Consumer Protection Act

• Russell v Northern Bank Development Corp Ltd [1992] 1 WLR 588

• Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1987] Ch 1

• Bank of New Zealand v Fiberi Pty Ltd (1994) 12 ACLC 48

• Chartbrook Ltd v Persimmon Homes Ltd [2009] UKHL 38

• Quickturn Design Systems, Inc. v. Shapiro, 721 A.2d 1281 (Del. 1998)

• In re Reliable Mfg. Corp., 703 A.2d 396 (Del. Ch. 1997)

• Constable v Executive Connections Ltd [2005] EWCA Civ 931

• Rafe v. Hindin, 29 AD 2d 481 (N.Y. App. Div. 1968)

• AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011)

• New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards

• Blau v. Lehman, 368 U.S. 403 (1962)

• Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008)

• Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535

• Haley v. Talcott, 864 A.2d 86 (Del. Ch. 2004)

• Eaton v Mains, 2005 WL 1653988 (Del. Ch. 2005)