Shareholder Agreements: A Practical Guide

Sharpen your skills in the realm of Shareholder Agreements.  Explore the importance of having a Shareholder Agreement, crucial terms, company structuring, governance, and financing. Gain valuable tips on assessing client needs, effective communication and cultural considerations. Consider valuation issues, including formulas, methodologies, and crafting appropriate clauses. Learn more about dispute resolution, exploring methodologies, court options, and the latest case law.

Wednesday, 27 March 2024
9.00am to 10.00am Key Terms of a Shareholders Agreement
  • An overview of the key terms to consider when putting together a shareholders’ agreement
  • Key considerations relevant to those key terms
  • Some of the circumstances in which the key terms would be (and would not be) relevant

Presented by Josh Williams, Partner, Anderson Lloyd and Reuben Adams-CookAssociate, Anderson Lloyd

10.00am to 11.00am Valuation Issues in Shareholder Agreements
  • Key valuation terms 
  • Valuation methodologies 
  • Specifying a valuation approach 
  • Engaging with an expert 
  • Other tips and tricks 

Presented by Shaun Haywood, Partner, Calibre Partners 

11.00am to 11.15am Morning Tea Break
11.15am to 12.15pm Resolving Disputes Associated with Shareholder Agreements
  • Exploring the different methodologies 
  • Public courts 
  • Private arbitration 
  • Expert determination 
  • Mediation 
  • Multi-tier disputes clauses 
  • Latest case law  

Presented by Tim Lindsay, Partner, Lindsay Francis & Mangan and Sam McNae, Senior Associate, Lindsay Francis & Mangan

Description
Attend and earn 4 CPD hours
Chair:

Blair Franklin, Partner, Holmden Horrocks

Learning Objectives:
  • Understand the key terms of a Shareholder Agreement and the importance of having a Shareholder Agreement 
  • Understand the main valuation issues associated with Shareholder Agreements 
  • Receive valuable advice on resolving disputes associated with Shareholder Agreements 
  • Learn useful tips on how to assess the needs of your client and improve communication skills 
12.15pm to 1.15pm Useful Clauses for Your Shareholder Agreements

Presented by Bret Gustafson, Barrister, FortyEight Shortland 

Presenters


Mr. Josh Williams, Partner, Anderson Lloyd
Josh is a Partner in our Corporate and Commercial Team with over 10 years’ experience as a lawyer. He has a wide range of commercial expertise but is particularly experienced at executing mergers and acquisitions and other commercial transactions. Although Josh is based in Ōtautahi Christchurch, he represents clients across Aotearoa and regularly travels to Tāmaki Makaurau Auckland in particular. He also acts for international clients establishing or acquiring domestic businesses. Josh is focused on understanding his clients’ commercial drivers and bringing a practical approach. Prior to joining Anderson Lloyd, Josh was Associate General Counsel at Heartland Bank, so has an understanding of both sides of the client engagement. Before his time in-house, Josh worked at large law firms in both New Zealand and Australia. Josh advises clients on a broad range of matters – from commercial contracts, technology contracts, and corporate governance matters through to significant M&A transactions, capital raisings, shareholder arrangements, joint ventures, and corporate structuring. Josh also has a specialist focus on climate change and the emissions trading scheme, and advises clients on a variety of arrangements involving the New Zealand carbon market, such as carbon forestry projects, long term off-take agreements for NZUs, carbon management and other commercial contracts, as well as the scheme itself. Josh is Ngāi Tahu and is proud of his whakapapa. He advises iwi/Māori organisations on a variety of matters.


Mr. Shaun Hayward, Partner, Calibre Partners
Shaun specialises in business valuation, independent expert opinions, transaction services and financial investigations. He regularly advises on quantification of damages, financial investigations, business valuation in contentious matters, and other financial investigations. Shaun can assist with everything from a small retailer to a large infrastructure company; from a fast-growing software developer to a traditional media company with declining revenue, and from an aged care provider with substantial fixed assets to a professional services firm with very few.


Mr. Tim Lindsay, Partner, Lindsay Francis & Mangan
Timothy Lindsay is a founding partner of Lindsay Francis & Mangan, a specialist business disputes firm based in Auckland and Singapore. The firm is recognised as one of the leading specialist litigation practices in New Zealand and as having one of the leading international arbitration practices in Singapore. Commentators note the firm “is everything you want in a litigation boutique: capable, commercial, nimble and with the depth of talent to staff any matter. Quality staff from top to bottom.” Of the Singapore team, Legal 500 noted in 2022 that “The intellect of the team is unrivalled. They are trusted by clients with some of the largest disputes arbitrated in Asia.” In 2021 Tim was awarded Benchmark Litigation’s ‘Lawyer of the Year’ for New Zealand, and he is recognised by Chambers & Partners, Legal 500, Benchmark Litigation and Who’s Who Legal as one of the leading litigators and arbitration counsel in the country. Tim and the firm have significant experience – across dozens of litigations and arbitrations – of shareholder disputes.


Mr. Reuben Adams-Cook, Associate, Anderson Lloyd
Reuben is an Associate in the Corporate and Commercial Team at Anderson Lloyd. Reuben has a diverse client base and acts on broad variety of commercial matters. He has particular expertise in advising on shareholder arrangements, commercial and property transactions, business structuring, capital raisings and a wide range of commercial contracts. Reuben's clients cover a range of industries, however he has particular expertise in the agriculture and irrigation industries. His clients range in size from start-ups and small businesses through to large corporates and private investors. Reuben started at Anderson Lloyd in early 2017 after graduating from the University of Canterbury with a Bachelor of Laws (Honours). He is involved in community organisations outside of work.


Bret Gustafson, Barrister, FortyEight Shortland
Bret Gustafson has practised as a court lawyer for the last 27 years. He was a litigation partner at Kensington Swan from 2000 to 2009. In April 2009 he moved from practice as a barrister and solicitor to practice as a barrister sole and has chambers at Level 31 of the Vero Centre in Shortland Street Auckland. Bret has appeared as senior counsel in the Privy Council and in two Supreme Court cases, winning all three. In the last two years Bret has been instructed on 4 appeals to the Court of Appeal and has won 3 of those appeals. Bret regularly advises on commercial disputes including shareholder disputes, PPSA issues and banking and insolvency law. He appears regularly in mediations, arbitrations and in the High Court on injunction applications and trials.


Mr. Sam McNae, Senior Associate, Lindsay Francis & Mangan
Sam is a Senior Associate of Lindsay Francis & Mangan, a specialist business disputes firm based in Auckland and Singapore. He has significant experience in defending large, complex company and commercial disputes, regulatory investigations and securities litigation. He has also represented plaintiffs in a variety of disputes, including shareholder disputes between sophisticated joint venture partners. He stands out for his commercial intuition, strategic and detail focused approach to litigation and is known for his knowledge of financial markets and securities.

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Shareholder Agreements: A Practical Guide

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Single Session
Wednesday, 27 March 2024
9.00am to 1.15pm Pacific/Auckland
CPD Hours 4
4
$420.00
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