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“Accountants advising private companies need to understand their clients’ share transfer articles – what they say, how to comply with them and how the courts will interpret them if there’s a disagreement. So it’s important to know the underlying law; be able to assess the risk of legal disputes; understand the provisions appropriate in different client situations and the common pitfalls to look out for – in pre-emption rights and valuation provisions in particular - and the serious consequences if they get it wrong. This course covers all of these legal essentials, highlighting both opportunities, and areas of difficulty and risk.

Note that the course does not cover employee share schemes, or stamp duty and other tax issues.”

In this session David Impey will cover the following topics:

• General principles and underlying case law, including how courts interpret transfer articles in disputes
• The default position – what the model form articles and Table A say, and the differences between them
• Common restrictions on transfer in detail – including directors’ discretions, pre-emption rights, free rights of transfer, bad leaver provisions, drag- and tag-along rights and more
• Pitfalls to look out for in transfer articles - things it’s easy to miss
• Issues if a proposed transfer is refused – including recent case law
• Death or bankruptcy of a shareholder (‘transmission’) – what happens

By attending this session, you will learn when different transfer articles will suit your clients’ situations, be aware of common problems encountered and other pitfalls to look out for, and the possible solutions.

This session will be of particular interest to accountants, whether in private practice or in-house, advising private limited companies, and company directors and owners.

Course Level: Intermediate