Deadlock board control provisions—joint venture shareholders’ agreement and articles of association
Deadlock board control provisions—joint venture shareholders’ agreement and articles of association

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Deadlock board control provisions—joint venture shareholders’ agreement and articles of association

joint venture shareholders’ agreement

Insert the following as new definitions (if not already included) in the joint venture shareholders’ agreement:

A Director

  1. means any director appointed to the Board by the A Shareholder and includes duly appointed alternates of such director;

A Shareholder

  1. means [insert name of A Shareholder] in its capacity as holder of the A Shares or, following a transfer made in accordance with the provisions of this Agreement and the Articles, any other person who acquires A Shares from time to time;

B Director

  1. means any director appointed to the Board by the B Shareholder and includes duly appointed alternates of such director;

Board

  1. means the board of directors of the Company from time to time;

B Shareholder

  1. means [insert name of B Shareholder] in its capacity as holder of the B Shares or, following a transfer made in accordance with the provisions of this Agreement and the Articles, any other person who acquires B Shares from time to time;

Insert the following as a new clause in the joint venture shareholders’ agreement:

  1. 1

    Directors

    1. 1.1

    2. The Board has responsibility for the overall direction, supervision and management of the Company and its Business, subject to clause [insert number