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Equity Rollovers in M&A Transactions: Negotiating and Structuring Rollovers, Tax Considerations for Buyers and Sellers

Note: CPE credit is not offered on this program

Recording of a 90-minute premium CLE video 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 Wednesday, September 20, 2023

Recorded event now available

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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 buyers and sellers.


The seller equity rollover is favored 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.

Rollovers are typically structured as an exchange by the seller of part of its equity for common or preferred equity, resulting in a reduction in the cash purchase.

When properly structured, the rollover can be a tax-deferred transaction for the seller. 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
  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?


Asaad, Danielle
Danielle Asaad

Squire Patton Boggs

Ms. Asaad represents private equity sponsors and corporate clients in connection with acquisitions, minority...  |  Read More

Spiro, Michael P.
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

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