Interested in training for your team? Click here to learn more

Drafting Transfer Provisions in Joint Acquisition Vehicles: Preserving Flexibility, Avoiding Pitfalls

Tag-Along Rights, Drag-Along Rights, Rights of First Offer, and Rights of First Refusal

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, September 29, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course will examine joint acquisition arrangements and the issues LLC managers and members (or general and limited partners) must address when negotiating tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first refusal (ROFRs) provisions.


A strategic investor will often combine forces with one or more private equity or other investment funds to facilitate an acquisition. The resulting LLC or LP agreement will likely include restrictions on the right of an equity owner to transfer their equity, including tag-along and drag-along rights and ROFO or ROFR rights.

Tag-along, drag-along, ROFO, and ROFR provisions are complicated provisions that raise several substantive and procedural issues for the parties to joint acquisition arrangements. In negotiating and drafting these provisions, investment partners and their counsel must consider how these provisions impact future transactions by individual owners or by the entity itself.

Listen as our authoritative panel discusses joint acquisition agreements, with particular focus on the nuances of tag-along, drag-along, ROFO, ROFR, and other transfer restrictions.



  1. Transfer provisions typically found in joint acquisition agreements
    1. Tag-along rights
    2. Drag-along rights
    3. Right of first offer
    4. Right of first refusal
  2. Issues encountered in drafting transfer restrictions
  3. Drafting approaches for allowing flexibility and avoiding pitfalls


The panel will address these and other essential questions:

  • How do tag-along and drag-along rights impact the ability of investors to exit an entity after an acquisition is closed?
  • What are the pros and cons of ROFOs and ROFRs concerning future transfers of equity?
  • How the form of consideration--cash as opposed to non-cash--can be addressed in the agreement when considering future transactions by the investors?


Coogan, Jay
Jay Coogan

Ballard Spahr

Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held...  |  Read More

deBeers, Kimberly
Kimberly A. deBeers

Skadden Arps Slate Meagher & Flom

Ms. deBeers is head of the M&A/Corporate Group in the firm’s Chicago office and has a diverse corporate...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video