Effective Shareholders Agreements
Crafting Enforceable Provisions on Board Composition, Corporate Opportunities, Voting Rights, Transfer Restrictions and More
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide guidance to corporate counsel for crafting key provisions in shareholders agreements and review the legal considerations to ensure that agreements are effective and enforceable.
- Purpose and use of shareholders agreements
- Legal considerations when drafting key provisions
- Board of directors
- Corporate opportunities
- Transfer Restrictions
- Resolving deadlock
- Special voting rights
- Information rights
- Preemptive rights
- Dispute Resolution
- Governing Law
The panel will review these and other key questions:
- What are the key provisions in shareholders agreements and what potential pitfalls can affect their enforceability and effectiveness?
- What common legal and business issues are likely to arise during the negotiation of shareholders agreements—and how can they most effectively be resolved?
- What is the relationship between shareholders agreements and corporate 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 have an impact on shareholders agreements?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Nancy L. Sanborn
Davis Polk & Wardwell
She represents clients in private equity investments, mergers and acquisitions transactions and acquisitions of... | Read More
She represents clients in private equity investments, mergers and acquisitions transactions and acquisitions of companies in financial distress. She has represented private equity funds affiliated with DLJ Merchant Banking Partners, Tailwind Capital Partners, Greenhill Capital Partners and Metalmark Capital Partners, as well as other private equity funds and their respective portfolio companies.Close
C. Stephen Bigler
Director and President
Richards Layton & Finger
His practice involves counseling corporations, officers, directors, board committees, stockholders and investors on... | Read More
His practice involves counseling corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. His practice also includes entity formation, mergers, acquisitions, divestitures and defensive planning.Close
Nancy Schmidt Roush
Lathrop & Gage
She has 30 years of experience in the practice of law and concentrates in the areas of business planning and estate... | Read More
She has 30 years of experience in the practice of law and concentrates in the areas of business planning and estate planning. Her business planning emphasis is professional firms and privately-owned businesses. She has a wealth of experience in advising business clients on issues relating to governance, succession planning, managing ownership, buy-sell agreements and noncompete agreements.Close