Now in its fifth edition, this popular, fully updated title explains the law on shareholders’ agreements in a clear and comprehensible style. It introduces the reader to the drafting of shareholders’ agreements and highlights some of the more common structural and commercial issues which arise in this context. The title is aimed at all those involved in the execution or interpretation of shareholders’ agreements and not just those who draft them.

This edition looks at the effect of new legislation on shareholders’ agreements and competition law changes. It also considers the potential impact of Brexit and some of the government’s legislative responses to COVID-19, such as those relating to insolvency and directors’ duties under the Corporate Insolvency and Governance Act 2020.

For the first time, this edition looks at certain important decisions about shareholders’ agreements in Commonwealth jurisdictions, including decisions in Hong Kong and the Eastern Caribbean and British Virgin Islands on reflective loss and the arbitrability of shareholders’ agreements (also considered in the Court of Appeal in Yegiazaryan v Smagin [2016] EWCA Civ 1290).

Important new English cases considered in this edition include:

• the Supreme Court cases of Wells v Devani [2019] UKSC 1106 on existence of a contract and MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2018] UKSC 24 on consideration;


• the Court of Appeal case of First Tower Trustees Ltd and anor v CDS (Superstores International) Ltd [2018] EWCA Civ 1396 on statutory controls on non-reliance clauses;


• the High Court decision on interpretation and shareholders’ agreements in United Company Rusal plc v Crispian Investments Ltd [2018] EWHC 2415 (Comm); and


• the Supreme Court case of Tillman v Egon Zehnder Ltd [2019] UKSC 32 which overruled long-standing Court of Appeal authority and formulated a new baseline for severance in relation to contractual provisions in restraint of trade.

See the Preface for further details.

English law is stated as at 1 October 2020.