A call for clarity in contractual accessions to shareholder and partnership agreements

• Main Author: LAU, Kwan Ho
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2024
• Subjects: shareholder agreements; partnership agreements; accession; unilateral contracts; partial novation; Companies Act 2006; deed of accession; commercial law; equity survival; legal enforcement; Commercial Law
• Online Access: https://ink.library.smu.edu.sg/sol_research/4542; https://ink.library.smu.edu.sg/context/sol_research/article/6499/viewcontent/a_call_for_clarity_in_contractual_accessions_to_shareholder_and_partnership_a.pdf
• Institution: Singapore Management University

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.