Drafting Shareholder Agreements for Closely Held Businesses

Structuring Enforceable Provisions on Voting Rights, Transfer of Shares, Buy-Sell Rights, Restrictive Covenants and More

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, November 10, 2015

Recorded event now available

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Program Materials

This CLE webinar will discuss key provisions that business counsel should carefully negotiate in shareholder agreements governing closely held businesses, and legal considerations to ensure the agreements are effective and enforceable.

Description

Shareholders of closely held businesses commonly enter a shareholder agreement to establish and protect their interests with regard to voting and information rights, transfers of shares, buy-sell rights, restricted activities, and more. Failure to enter a shareholder agreement at the inception of a business relationship can result in expensive and reputation-damaging litigation when disagreements over ownership rights arise.

Drafting shareholder agreements that are likely to be enforced in litigation requires an understanding of the law of the governing jurisdiction and proficiency in contracts and corporate law. Counsel must also understand the relationship between shareholder agreements, bylaws and articles of incorporation—and how to resolve any conflicts among the documents.

Listen as our authoritative panel of business counsel discusses critical aspects of shareholder agreements for closely held businesses, including key provisions and best practices to ensure that agreements are effective and enforceable.

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Outline

  1. Purpose and use of shareholder agreements by closely held businesses
  2. Drafting key provisions
  3. Enforceability considerations

Benefits

The panel will review these and other key issues:

  • What are the key provisions in shareholder agreements and what potential pitfalls can affect their enforceability and effectiveness?
  • What common legal challenges are likely to arise during the drafting and enforcement of shareholder agreements—and how can they most effectively be resolved?
  • What is the relationship between shareholder agreements, bylaws or articles of incorporation—and how are conflicts among the documents resolved?
  • How do external factors such as financial issues and federal, state and common law impact shareholder agreements?

Faculty

Brett M. Larson
Brett M. Larson

Shareholder, Moderator
Messerli & Kramer

Mr. Larson focuses his practice in the areas of corporate organization and reorganization, contract negotiation. He...  |  Read More

Nathan J. Nelson
Nathan J. Nelson

Messerli & Kramer

Mr. Nelson focuses his practice on addressing general and specific business matters, including start-ups,...  |  Read More

Erik L. Kantz
Erik L. Kantz

Partner
Arnstein & Lehr

Mr. Krantz focuses his practice on middle-market businesses and emerging companies. He counsels clients on a...  |  Read More

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