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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 presentation David Impey covers 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