Drafting and Negotiating Convertible Preferred Stock Provisions: Protecting Interests of Businesses and Investors
Structuring Liquidation and Distribution Preferences, Conversion Rights, Negative Control Rights, Anti-Dilution Protection, and Tax Provisions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will discuss the risks and benefits of convertible preferred stock for investors and companies in negotiating convertible preferred term sheets to fully capture the benefits of the investment. The panel will discuss drafting considerations for key terms including liquidation preferences, conversions, anti-dilution protection, and tax and accounting issues.
Outline
- Liquidation and distribution preferences
- Conversion rights
- Negative control rights
- Anti-dilution protection
- Tax and accounting treatment
Benefits
The panel will review these and other key questions:
- What are the benefits and risks for investors in obtaining convertible preferred stock?
- What are the risks and benefits for companies issuing convertible preferred stock?
- What terms or risks must investors carefully weigh and address when negotiating the term sheet?
- What key considerations must counsel consider in drafting convertible stock provisions?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Faculty
Justin Bowen
Partner
Bowen Tax Law
Mr. Bowen is an experienced transactional tax attorney whose practice focuses exclusively on U.S. federal income tax... | Read More
Mr. Bowen is an experienced transactional tax attorney whose practice focuses exclusively on U.S. federal income tax planning for the full spectrum of business and investment transactions, including corporate and partnership formations, financings, acquisitions, dispositions and restructurings in both the domestic and cross-border contexts. He regularly advises buyers and sellers in merger and acquisition transactions, creditors and debtors in complex restructuring transactions, investors and companies in financing transactions and investors and sponsors in investment joint venture and fund formation projects. Mr. Bowen is also an Adjunct Professor in the Tax LL.M. Program at Loyola Law School (Los Angeles).
CloseShawn Haghighi
Atty
Sklar Kirsh
Mr. Haghighi has over a decade of experience as a corporate attorney in large international law firms and as in-house... | Read More
Mr. Haghighi has over a decade of experience as a corporate attorney in large international law firms and as in-house counsel. His broad practice includes experience with fund formation for private equity and real estate investment funds, hedge funds, separately managed accounts and co-investment accounts for all types of investors. He also has expertise in public and private M&A transactions, including private equity, going private transactions, joint ventures and spin-offs.
CloseStephen I. (Steve) Halper
Of Counsel
Sklar Kirsh
Mr. Halper has over 30 years of experience addressing the needs of entrepreneurs, emerging growth companies,... | Read More
Mr. Halper has over 30 years of experience addressing the needs of entrepreneurs, emerging growth companies, investment funds and private investors. He assists clients in the organization of business entities, seed and venture capital financing, mergers and acquisitions, and other corporate and business transactions in multiple industries that include technology, music and entertainment, food and beverage, retail, franchising, financial services and real estate.
Close