• Comprehensive and practical coverage of corporate rescue mechanisms.
• Clear guidance on the requirements of each rescue mode.
• Systematic presentation of procedure to be adopted.
• Focus on the implementation of approved rescue schemes.
• Analysis on most recent Malaysian cases in corporate rescue.
• Insights into the realities of corporate rescue, including the necessity of incorporating elements of liquidation/winding-up into the practice.
• Consideration of the interplay of different rescue mechanisms for effective outcome.
• Survey of the evolution of the region’s legal regime and approach towards corporate insolvency and rescue. 

• Fully updated to include the Companies Act 2016 (Act 777)
• Written by author with vast company law and corporate secretarial experience
• Provides in-depth practical guidance and straightforward explanation of key cases
• Systematic and well-structure organization of content
• Important rulings are reproduced for easy reference
• Includes new chapters on Corporate Rescue Mechanism and Interest Schemes
• Contains relevant prescribed forms and guidelines

 

• Explains with clarity the essential requirements for company constitutions
• Provides in-depth study on company constitutions supported by relevant statutory provisions and leading local and foreign case law
• Identifies Replaceable Rules in the Companies Act 2016, providing guidance on how they may be customised to form valid company constitutions
• Contains a wealth of practical expertise and know-how to provide invaluable direction in implementing the new law including the use of the novel Written Resolution procedure
• Written by authors with deep practical and academic experience of Malaysian company law

Small and medium enterprises (SMEs) play a major part in the Malaysian economy. In recent years, the number of SMEs operating as private limited companies has risen significantly. These companies are now regulated by the new Companies Act 2016 (CA 2016) which has brought in major changes to company law in Malaysia. This book has been specially prepared to guide SMEs which are private limited companies and exempt private companies in navigating the regulatory requirements under the CA 2016.

KEY FEATURES:

• Fully updated to include the provisions of the Companies Act 2016, touching upon a variety of matters arising from various types of company meetings.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Important rulings of the Companies Commission of Malaysia are reproduced for easy reference.
• Contains appendices in the form of selected guidelines and samples of written resolutions, members' meeting resolutions, notice of meetings, polling forms, forms for the appointment of proxies and corporate representatives, and minutes.

Company Meetings and Resolutions is written in clear and simple language to provide an easy understanding of the law and practice of company meetings for all stakeholders involved in organising and running company meetings. It deals with the relevant Malaysian Companies Act 2017 (Act 777) provisions and provides authoritative guidance on a variety of matters arising from company meetings, including:

• Types of company meetings;
• Meaning of minutes and resolutions;
• Procedures involved in convening board and members' meetings;
• Difference between actual meeting resolutions and written resolutions;
• Difference between proxies and corporate representatives
• Annual general meetings of public companies;
• Class meetings;
• Convening of technology-based meetings; and
• Duties of a chairperson in meetings.

The book provides a legal and practical understanding of various company meetings such as directors' meetings, members' meetings, committee meetings and other meetings relating to creditors meeting in receiverships, schemes of arrangement, judicial management and liquidation which are essential for the proper functioning of a corporation.

The text is supplemented by an indispensable collection of templates, specimen resolutions and guidelines applicable for the operation of Malaysian companies.

KEY FEATURES:

• Updated Expert Overview of the Act
• Full text of the Companies Act 2016 (incorporating the latest Companies (Amendment) Act 2019 (Act 1605)) presented in clear and readable format
• Supplemented by relevant subsidiary legislation, i.e the Companies Regulations 2017 (PU (A) 37/2017), the Companies (Corporate Rescue Mechanism) Rules 2018 (PU (A) 64/2018) and the Companies (Practising Certificate for Secretaries) Regulations 2019 (PU (A) 76/2019)
• Highlights of key differences between new and old law
• Explanation on implications of the 2019 Amendment
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Complemented by electronic copy in the ProView application with value-added functionalities:

1. bring the Act with you anywhere, anytime without internet connectivity
2. search and locate results with ease
3. create working notes using colour-coded highlights and bookmarks

The Companies Act 2016: An Overview (2019 Edition) has been revised to incorporate the new Companies (Amendment) Act 2019 (Act A1605) which was passed by the Dewan Rakyat on July 10, 2019 and the Dewan Negara on July 31, 2019. It received Royal Assent on September 28, 2019 and was gazetted on October 9, 2019.

This publication presents the full text of the Companies Act 2016, together with an updated Expert Overview and relevant subsidiary legislation to facilitate a more practical approach of the 2016 Act. The overview, which has been endorsed by the Institute of Approved Company Secretaries, is written by an expert practitioner with vast company law and corporate secretarial experience to provide a quick summary of the workings of the 2016 Act and its 2019 Amendment. It serves as a first point of reference to facilitate a good understanding of the new statutory regime regulating corporations and its related practices in Malaysia.

This publication is an essential source for lawyers, company secretaries, business advisors, accountants, company directors and regulators, as well as academicians and students of law, accounting and company secretarial practice.

The Annotated Malaysian Companies Act 2016 provides invaluable section-by-section annotations to the Companies Act 2016, throwing light on the application and interpretation of the provisions of the Act.

It is written by a select team of experienced practitioners and academicians with extensive knowledge of company and corporate law in Malaysia. The full text of the Act accompanies the high-quality annotations which are insightful, practical and authoritative, enabling a confident understanding of the workings of the Act.

Highlights of the second edition:

• coming into force of Division 8 Part III on corporate rescue mechanism and the Rules relating to voluntary arrangement and judicial management;
• operation of section 241 on the requirement of company secretaries to register with the Registrar;
• changes made by the Companies (Amendment) Act 2019 (Act A1065) which aimed at enhancing internal procedures of companies for more organised and effective governance such as execution of documents, redemption of preference shares, power of company to alter its capital, remuneration of auditors, as well as powers of receivers and managers on liquidation;
• reintroduction of the court's power to order security for costs against a company acting as plaintiff in any action or other proceedings under the new section 580A of the Act;
• discussion of new court judgments including Seacera Group Bhd v Dato' Tan Wei Lian & 6 Ors [2019] 4 AMR 491, which considered important legal issues on notice of general meeting of a public company; and Mohamed Zahid Yon bin Mohamed Fuad v Jason Jonathan Lo & Ors [2020] 1 AMR 744, where the court clarified the interpretation of the new members' written resolution in the Act;
• references to the latest Guidelines issued by the Companies Commission of Malaysia;
• consideration of new subsidiary legislation made under the Act within the commentary

KEY FEATURES:

• Section-by-section commentary to the Act written in simple and straightforward style
• Commentary supported by copious citation of case authorities
• Update on the Companies (Amendment) Act 2019 (Act A1065)
• All defined terms are identified with direct cross-reference to the provision where each definition is found
• Clear page guides to assist the user to locate a specific section or Part of the Act quickly and efficiently
• Supplemented by detailed index for easy access to the annotations 

• Written in simple English language for easy understanding of the legal provisions governing voluntary winding-up.
• Written by authors with vast company law and corporate secretarial experience.
• Systematic and well-structured organisation of content supported by relevant statutory and case authorities.
• Useful flow-charts, forms, notices and sample documents.
• Important forms of the Companies Commission of Malaysia are reproduced for easy reference. 

This handbook covers various aspects of voluntary winding-up, i.e members' and creditors' voluntary winding-up. It discusses the law concerning voluntary winding-up and related practices, with the text supported by relevant flow-charts, forms, notices and sample minutes of Board of Directors meeting and notification of resolutions. The diverse matters covered in the book include:

• Procedures of voluntary winding-up;
• Effects of passing a resolution by members to wind up a company;
• Grounds for voluntary winding-up of a company;
• Declaration of solvency;
• Roles and responsibilites of liquidators;
• Practical issues affecting liquidators;
• Striking off name of company; and
• Consequences of winding-up to a company and limited liability partnership (LLP).

The principal audience of this handbook are accountants, company secretaries and professionals who are involved in voluntary winding-up work. It will also be a valuable guide to legal practitioners who are new and may have limited experience in this area, to carry out the work more smoothly from start to end. For the more experienced practitioner, this will be a handy work companion. This handbook will also be beneficial to students who are pursuing their further studies in the Business, Accounting and Corporate Administration fields.

 

Presenting the law in a clear and concise style, this updated second edition guides and supports a quick understanding of the Malaysian company law system. Regular reference is made to the provisions of the Companies Act 2016 to enable the reader to appreciate the statutory scheme regulating companies in Malaysia. Illustrations are used to clarify concepts and cases are cited for reference. Mind maps have been included to assist a quick appreciation of key concepts and procedure. Comparison is made with the former scheme under the Companies Act 1965 where relevant and helpful comments are included to aid the analysis of more difficult areas of the law.

Each chapter begins with its learning objectives, presents the essential principles in succinct paragraphs and concludes with a summary to ensure that the reader obtains a clear understanding of the subject matter covered. A section titled “Points to Ponder” highlights difficult areas which may merit further discussion and consideration. The Appendix to the book contains a useful comparison of key provisions in the Companies Act 1965 and the Companies Act 2016.

Changes made by the Companies Act 2016 Reprint and the Companies (Amendment) Act 2019 have been covered, including the requirements for the execution of documents and the conditions for loans to directors.

This book is especially suitable for non-law degree students who take Company Law in their course of study as well as candidates taking MAICSA, ACCA, MICPA and MIA examinations. It can also be of interest to practitioners who need a quick refresher on basic principles and those who want to learn more about the general law relating to companies and how the Companies Act 2016 impacts their business.

Key Features of this New Edition

• Presents essential principles in clear and succinct style
• Contains illustrations and charts that facilitate understanding
• Mind maps support easy understanding of key concepts and procedure
• New developments include requirement for register of beneficial owners, audit exemption and regulations on judicial management and corporate voluntary arrangement
• Expanded coverage of the law on partnership and limited liability partnership
• Extensive cross-referencing for easy navigation through the book
• “Points to Ponder” highlights difficult areas which merit further consideration
• Appendix makes available a useful comparison of differences between the Companies Act 1965 and the Companies Act 2016 and acts as an index to the contents of the book
  
   

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

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.

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

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).

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

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).