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

A live 90-minute premium CLE webinar with interactive Q&A


Tuesday, September 29, 2020 (in 3 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926
Program Materials

This CLE webinar 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.

Description

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.

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Outline

  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

Benefits

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?

Faculty

Coogan, Jay
Jay Coogan

Partner
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

Partner
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

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