Equity Rollovers in M&A Transactions

Negotiating and Structuring Rollovers; Tax Considerations for Buyers and Sellers

An encore presentation.

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

Tuesday, December 21, 2021

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE course will guide deal counsel in structuring equity rollovers in M&A transactions, focusing on current market trends, governance provisions, stock rights, and tax considerations for both buyers and sellers.


The seller equity rollover is a favored structure in private equity mergers and acquisitions. The technique aligns management with the new company and signals the seller's confidence in the acquired company to prospective buyers and financiers. Equity rollovers facilitate a smooth ownership transition.

Rollovers are typically structured as an exchange by the seller of part of its equity for common or preferred stock, resulting in a reduction in the cash purchase. Equity stakes generally are between 10 and 49 percent.

When properly structured, the rollover can be a tax-free transaction for the seller but may limit the buyer's ability to step up the tax basis of the acquired company's assets. Counsel must understand the tax treatment in these deals to achieve the desired tax outcomes for the parties.

Listen as our authoritative panel of practitioners guides you through seller equity rollovers in M&A deals. The panel will look at current trends in transactions with rollover equity the rights and obligations of each party, and tax considerations for both buyers and sellers.



  1. Equity rollovers: current market trends
  2. Structuring rollover provisions: rights of the seller
    1. Preemptive rights
    2. Tag-along, drag-along rights
    3. Registration rights
    4. Voting rights
    5. Transfer restrictions
  3. Tax implications and deal structures to optimize tax outcomes


The panel will review these and other relevant issues:

  • How can equity rollovers be used to facilitate a smooth ownership and management transition in M&A deals?
  • What are the critical tax issues to understand and consider when using equity rollovers?
  • What stock rights must be negotiated between the buyer and seller in a rollover transaction?

An encore presentation.


Spiro, Michael
Michael P. Spiro

Finn Dixon & Herling

Mr. Spiro chairs the firm's Tax group, where his practice focuses on providing federal and state tax...  |  Read More

Wern, Theodore
Theodore W. (Ted) Wern

Perkins Coie

Mr. Wern represents public and private companies, private equity funds, family offices, and other investor groups....  |  Read More

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You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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