Publication Type

Journal Article

Version

publishedVersion

Publication Date

11-2024

Abstract

This paper explores understudied issues surrounding accessions to shareholder and partnership agreements: the process by which such accessions take effect; the survival of equities following an accession; and the enforcement of a condition for incoming shareholders to have to execute and deliver a deed of accession. Accessions happen extremely often in modern commercial life, which renders surprising the dearth of academic and judicial discussion, but more disconcerting is the unsettledness of some of the complex issues implicated. The repurposing of unilateral contracts to explain how deeds of accession operate is not fully tested in English law; the conception of partial novation as adumbrated in Unitech Global Ltd v Deutsche Bank AG, which is not even law – much less bad law – has already generated academic controversy; and the enforcement of a condition precedent, in the form of prior accession to a shareholder agreement, for registration of membership in a company interacts in an uncertain way with the Companies Act 2006, lending impetus to the adoption of new methods for attaining relief.

Keywords

shareholder agreements, partnership agreements, accession, unilateral contracts, partial novation, Companies Act 2006, deed of accession, commercial law, equity survival, legal enforcement

Discipline

Commercial Law

Research Areas

Corporate, Finance and Securities Law

Publication

Legal Studies

First Page

1

Last Page

17

ISSN

0261-3875

Identifier

10.1017/lst.2024.35

Publisher

Cambridge University Press

Embargo Period

11-24-2024

Additional URL

https://doi.org/10.1017/lst.2024.35

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