Partial Liquidity Transactions for Middle Market Companies: Structuring Alternatives; Legal, Tax, and Governance Issues
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the mechanics of partial liquidity transactions in middle market companies. The panel will discuss the structuring and pricing alternatives and the legal and tax issues associated with each. The panel will also discuss governance issues, including the fiduciary duties of board members and key shareholders.
Outline
- Middle market companies and the need for partial liquidity: initial issues to consider
- Structuring a secondary sale
- Company repurchase of shares vs. third-party purchases
- Who will be eligible to sell their shares/options and how much can they sell
- Pricing
- Transfer restrictions, rights of first refusal
- Documentation; key provisions
- Securities compliance
- When a secondary sale might be deemed a tender offer
- Conducting/documenting a tender offer
- Disclosure Issues
- Board fiduciary duties
- Tax ramifications of a secondary sale--capital gains, 409A, and ordinary income
Benefits
The panel will review these and other critical issues:
- What factors might discourage a company from facilitating a secondary sale or other partial liquidity events?
- What are the advantages and disadvantages of a company repurchase of shares vs. a third-party purchase?
- When is an offer or purchase of securities deemed a tender offer, and what is the tender offer process?
- How do pricing and structure affect the tax treatment of the sale for the shareholder? The company?
Faculty
Molly Z. Brown
Of Counsel
Brouse McDowell
Ms. Brown’s practice focuses on public and private securities offerings, mergers and acquisitions, corporate... | Read More
Ms. Brown’s practice focuses on public and private securities offerings, mergers and acquisitions, corporate governance and compliance matters. She brings significant experience and knowledge leading securities transaction and mergers and acquisitions teams to successful completion of transactions that are revenue generating for clients. Prior to joining the firm, Ms. Brown worked as in-house counsel for top banks, investment adviser/funds, and as law firm partner serving in high-impact roles. In addition to her strong background in securities, mergers and acquisitions and corporate governance. Her regulatory experience includes advising issuers on securities investigations, funds, broker-dealers, investment advisers, and financial institutions on regulatory matters. Ms. Brown also has experience helping growing businesses plan for future liquidity events and to evaluate what form of liquidity event is most helpful to sustain growth and achieve the client’s objectives.
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Arjun Murthy
Director
Cascade Partners
Mr. Murthy brings nearly a decade of investment banking, corporate finance and operational experience to the firm. His... | Read More
Mr. Murthy brings nearly a decade of investment banking, corporate finance and operational experience to the firm. His background primarily includes leading M&A and capital raising transactions across a range of industries in sectors such as packaging, aerospace, industrials, consumer products and retail. He has extensive experience in all aspects of deal execution and deal management, including sell-side, buy-side, and capital raising engagements for private and public middle-market companies.
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