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


Conducted on Wednesday, June 15, 2011

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar 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.

Description

Shareholders agreements are commonly entered into by shareholders of a corporation to establish and protect their rights with regard to the composition of the board of directors, the treatment of corporate opportunities, voting and information rights, and transfers of shares.

Crafting shareholders agreements involves complex legal and business issues. Shareholders agreements that are carefully drafted to comport with the intent of the contracting parties are most likely to be enforced in the event of litigation.

Listen as our authoritative panel of business counsel discusses critical aspects of shareholders agreements, including key provisions and legal considerations that must be taken into account to ensure that agreements are effective and enforceable.

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Outline

  1. Purpose and use of shareholders agreements
  2. Legal considerations when drafting key provisions
    1. Board of directors
    2. Corporate opportunities
    3. Transfer Restrictions
    4. Resolving deadlock
    5. Special voting rights
    6. Information rights
    7. Preemptive rights
    8. Amendments
    9. Termination
    10. Dispute Resolution
    11. Governing Law

Benefits

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.

Faculty

Nancy L. Sanborn
Nancy L. Sanborn

Partner
Davis Polk & Wardwell

She represents clients in private equity investments, mergers and acquisitions transactions and acquisitions of...  |  Read More

C. Stephen Bigler
C. Stephen Bigler

Director and President
Richards Layton & Finger

His practice involves counseling corporations, officers, directors, board committees, stockholders and investors on...  |  Read More

Nancy Schmidt Roush
Nancy Schmidt Roush

Partner
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

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