Structuring Secondary Sales of Private Company Stock
Buyback vs. Third-Party Purchase, Tax and Securities Considerations, Company Controls
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine legal, procedural, and regulatory issues associated with executing secondary sales. The panel discussion will include buyback vs. third-party purchases, securities compliance, pricing and tax considerations, and rights of first refusal and other provisions that can be included in corporate documents at the startup phase to exercise control over secondary sales.
- Secondary sale: providing a liquidity event for founders and employees without an offering
- Executing a secondary sale: structuring alternatives
- Stock buyback
- Sale to third party
- Company and contractual controls
- Securities considerations and Tender Offer analysis
- Tax considerations: preserving capital gains treatment
The panel will review these and other noteworthy issues:
- When is a secondary sale an appropriate action for founders and employees who are otherwise unable to sell their shares?
- What kinds of controls and limitations should a private company put on secondary sales, and how should they be documented?
- What are the securities and disclosure implications of a secondary sale?
- How should the price be determined in a share buyback, and what are the tax considerations?
Shawn E. Lampron
Fenwick & West
Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public... | Read More
Ms. Lampron focuses her practice on executive compensation and employee benefits for emerging growth businesses, public companies, and venture and institutional investors. She works with clients to structure compensation and benefit programs covering the full spectrum of equity and cash compensation arrangements, including all types of employee stock options, restricted stock, employee stock plans, employment agreements, deferred compensation, and other fringe benefit arrangements. Ms. Lampron was most recently part of the team that represented Fitbit in its $732 million IPO in June 2015.Close
Fenwick & West
Mr. Mort focuses his practice on representation of public and private technology and life sciences companies in a wide... | Read More
Mr. Mort focuses his practice on representation of public and private technology and life sciences companies in a wide variety of corporate transactions. He advises on the issues that regularly arise with equity plans, executive compensation agreements and other employment benefit arrangements when clients are involved in mergers, acquisitions, public securities offerings, onboarding and terminations.Close