Drafting Convertible Preferred Stock Provisions, Equity Warrants and Options, Restricted Stock and Restricted Stock Unit Grants
Structuring Liquidation and Distribution Preferences, Conversion Rights, Anti-Dilution Protection, and Tax Provisions
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This CLE webinar will discuss the risks and benefits of convertible preferred stock and equity options and warrants, as well as restricted stock and restricted stock unit grants, for investors, key employees and companies. The program will discuss drafting considerations and key terms for stock, warrants, option plans and restricted stock and restricted stock unit grants, as well as the tax ramifications for investors, employees and companies.
- Convertible preferred stock
- Market trends in preferred deal terms
- National venture capital association: http://nvca.org/resources/model-legal-documents/
- Fenwick & West venture capital survey 4th quarter 2014
- Participating versus nonparticipating
- Capped or not
- Board seats
- Negative covenants
- Tag-along and drag-along rights
- Preemptive rights
- Redemption rights
- Equity warrants and options
- Conversion ratios and post-conversion rights
- Anti-dilution and liquidity provisions for warrants
- Stock options: NSOs and ISOs
- Restricted stock and RSUs
- Tax issues for equity compensation plans and grants and “phantom” equity
- Change-in-control issues
The speaker will review these and other key issues:
- 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 key considerations must counsel consider in drafting convertible stock provisions?
- What are the key plan terms for warrants and options?
- How can a Section 409A valuation of employee stock options benefit both the company and key employees?
Joseph W. Bartlett
McCarter & English
Mr. Bartlett's practice focuses in the areas of corporate law, securities and business transactions and venture... | Read More
Mr. Bartlett's practice focuses in the areas of corporate law, securities and business transactions and venture capital and emerging growth companies. A recognized pioneer of the national private equity and venture capital bar, he contributed to the original models for private equity and venture capital partnerships. His experience extends to alternative investments, venture capital, emerging companies, corporate restructurings, private equity and buyouts. His practice includes serving as counsel to asset managers, including those of major public and private equity funds, with a focus on technology companies, and he has also served as trustee of a series of public mutual funds and chair of a public REIT.Close
Adam B. Cantor
Chiesa Shahinian & Giantomasi
Mr. Cantor chairs his firm's Employee Benefits and Executive Compensation Group. He focuses on employee... | Read More
Mr. Cantor chairs his firm's Employee Benefits and Executive Compensation Group. He focuses on employee benefits, ERISA, employment law, executive compensation, deferred compensation, and business succession planning. He counsels clients in connection with design, operation and administration of qualified and nonqualified retirement plans and equity compensation plans (including stock option, restricted stock, restricted stock unit, phantom stock, stock appreciation rights and partnership-based equity compensation plans), structuring and negotiating executive/key employee compensation and benefits packages, and employee benefits and equity compensation-related federal securities law issues. He is a frequent presenter on various employee benefits-related issues to professional groups, accounting firms and employee benefits consulting firms.Close
Laurence M. Smith
Chiesa Shahinian & Giantomasi
Mr. Smith is the co-chair of the firm's Corporate and Securities Group. He has a broad-based transactional practice... | Read More
Mr. Smith is the co-chair of the firm's Corporate and Securities Group. He has a broad-based transactional practice that includes mergers and acquisitions, private equity transactions on behalf of both funds and issuers of debt and equity instruments, and syndicated, middle-market, asset-based and secondary loan transactions for commercial lenders and institutional investors.Combining his experience in M&A and commercial finance transactions, he represents lenders and investors in the purchase and sale of distressed debt. He is a frequent contributing author to legal journals and business publications, publishing articles in the areas of private equity, secured party transactions and banking law.Close