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 webinar with Q&A
This CLE webinar will guide deal counsel for drafting shareholder agreements that accompany 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 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
Stephanie Winer Schreiber
Shareholder
Buchanan Ingersoll & Rooney
Ms. Schreiber focuses her practice on substantial M&A transactions, joint ventures, general corporate matters,... | Read More
Ms. Schreiber focuses her practice on substantial M&A transactions, joint ventures, general corporate matters, corporate reorganizations, governance issues, and compliance and regulatory matters. Within the healthcare arena, in addition to her extensive experience in M&A, Ms. Schreiber actively assists clients in structuring complex joint venture transactions, negotiating provider and professional services agreements, and organizing health information exchanges. She is an adjunct professor at the University of Pittsburgh School of Law and a frequent lecturer on healthcare M&As and other topics.
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Lisa R. Stark
Partner
K&L Gates
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial... | Read More
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial public offerings, proxy contests, and hostile takeovers. She also has experience advising private and public companies and their boards of directors on corporate governance matters.
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