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. WEB243NZA29Z
Description
Attend and earn 4 CPD hours
9.00am to 10.00pm 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-Cook, Associate, 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 Hayward, 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 and MacKenzie Morrison, Associate, Lindsay & Francis
12.15pm to 1.15pm Assessing the Needs of Your Client: Key Communication Skills
- Who is the client
- Consulting with the client
- Effective communication
- Cultural matters; tikanga and Shareholder Agreements
Presented by Laura Monahan, Director, McCaw Lewis
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
Presenters
Josh Williams
Josh is a Partner in the Corporate and Commercial Team at Anderson Lloyd. He has a wide range of commercial expertise but is particularly experienced at advising on commercial transactions such as mergers and acquisitions, capital raisings, shareholder agreements, joint ventures, and business structuring. Josh also advises on a wide range of commercial contracts and a variety of arrangements involving the New Zealand carbon market and emissions trading scheme. Josh's clients include corporates, private equity firms, small business owners and private investors. He has extensive experience advising shareholders and business owners on their shareholding arrangements. Josh joined Anderson Lloyd in 2019. 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.
Reuben Adams-Cook
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.
Shaun Hayward
Shaun specialises in business valuation, independent expert opinions, transaction services and financial investigations. He produces compelling expert advice to allow for the efficient resolution of contentious issues. Shaun has experience advising on a wide range of businesses. He 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. Most reports prepared by Shaun are confidential. An exception is independent adviser’s reports prepared under the Takeovers Code. These reports are prepared to assist shareholders faced with a takeover offer or major transaction. The reports are almost all publicly available. They often include share valuations, financial analysis, and opinions as to the positive and negative features of the proposed transaction.
Tim Lindsay
Timothy Lindsay is a founding partner of Lindsay & Francis, a specialist litigation & arbitration firm based in Auckland. The firm is recognised as one of the leading specialist litigation practices in the country, with commentators noting the firm “is unique as it is a specialist commercial litigation practice which we found to be rare in New Zealand … extremely responsive and client focused … impressed that the firm was prepared to take on a difficult case and fight hard for the client” and “L&F 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.” 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. His client-first approach, tenacity and attention to detail set him apart as an advocate for his clients' interests.
MacKenzie Morrison
Mackenzie is an associate in our specialist litigation and arbitration practice. She supports senior members of the firm working closely with the partners and external barristers on a range of corporate and commercial litigation matters. She has a first class honours degree in law, and an arts degree majoring in Political Science and minoring in Design for Social Innovation from Victoria University of Wellington. Mackenzie has been at Lindsay & Francis since the beginning of 2021 and utilises her attention to detail and organisational skills to assist managing matters for our clients.
Laura Monahan
Laura leads a team of talented lawyers in the firm’s commercial law area. Laura has extensive experience in commercial law, and advises clients on a wide variety of business matters including limited partnerships, ownership arrangements including shareholders’ agreements and share sales and purchases, negotiating and preparing commercial contracts, commercial property matters, commercial lease arrangements, Financial Markets Conduct Act issues, Overseas Investment Act matters, construction contracts and business sales and purchases. More recently, Laura has moved towards particular specialisation in the area of Māori commercial matters, assisting iwi clients to establish post settlement governance entities and make arrangements to best manage iwi assets. She enjoys working with our commercial clients to help them meet their business goals, priding herself on keeping things simple and understandable. Prior to joining McCaw Lewis, Laura worked in the corporate and commercial team at a large Auckland law firm, before moving to London to work as in-house legal counsel for a healthcare company. Giving back to the community she grew up in is important to Laura, and she is on the boards of the Waikato Family Centre Trust and the Waikato Diocesan School for Girls Old Girls Association Committee. She has recently established a local networking group for women in business in the Waikato together with Stacey Martin from BNZ Hamilton and Jan Gatley from PwC Hamilton. Outside of the workplace, she likes to spend time with her husband and two young daughters, keep fit at the gym or along the Waikato River trail, and have weekly Sunday barbecues with her sisters and parents. Laura was raised in Hamilton, returning here to join the firm in 2012, and was appointed as a Director of the firm in 2020.