Drafting Shareholder Agreements for Private Equity M&A Deals
Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information Rights, and More
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will guide deal counsel in drafting shareholder agreements accompanying private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, including an M&A-related exit.
Outline
- Key provisions in shareholder agreements
- Board of directors composition and duties
- Treatment/waiver of corporate opportunities
- Appointment and removal of officers
- Voting rights
- Information rights
- Transfer restrictions
- Resolving deadlock
- Preemptive rights
- Amendment and termination of a shareholder agreement
- Governing law
- Best practices for binding and enforceable agreements
Benefits
The panel will review these and other key issues:
- What are the key provisions in shareholder agreements, and what potential pitfalls can impact 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 and the M&A transaction documents--and how are conflicts among the documents resolved?
Faculty
Brooks T. Giles
Partner and Deputy General Counsel
Katten Muchin Rosenman
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions... | Read More
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions involve the purchase of private companies by private equity firms. He also represents sellers in such deals, which typically range in value from $25 million to $500 million. For all his clients, Mr. Giles finds the right structure for the transaction, negotiates the terms and offers guidance on corporate governance and general corporate matters. He has successfully closed a large number of middle-market M&A deals, using structures that include stock purchases, asset sales, taxable and tax-free mergers and leveraged recapitalizations.
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Nanette C. Heide
Partner
Duane Morris
Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry... | Read More
Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry Group. Ms. Heide has significant experience handling complex transactions and providing general corporate counseling. She regularly represents private equity and venture capital investors, multinational and domestic corporations (public and private) in a wide spectrum of corporate finance transactions, including private equity and venture capital investments, mergers and acquisitions, institutional private placements, cross-border transactions, debt and equity structuring transactions, joint ventures and strategic alliances. She also has formed and structured private equity and hedge funds. Ms. Heide serves as outside counsel for many mid-sized companies on issues of corporate governance, securities law compliance, general commercial transactions and disclosure issues. Her clients span a wide variety of industries, from consumer products to cannabis, medical and personal wellness devices, communications, media and Internet-based businesses.
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Christopher M. Isaacs
Partner
Katten Muchin Rosenman
Mr. Isaacs has experience with both domestic and cross-border transactions. He has advised on asset and equity... | Read More
Mr. Isaacs has experience with both domestic and cross-border transactions. He has advised on asset and equity transactions, both buyouts and minority investments, on both the buy and sell sides and on behalf of both strategic and financial parties, as well as joint ventures, reorganizations and restructurings, and other matters relating to general corporate and securities law. In addition to his work for financial industry clients, Mr. Isaacs has experience in the automotive, energy and technology sectors.
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