Drafting Transfer Provisions in Joint Acquisition Vehicles: Preserving Flexibility, Avoiding Pitfalls
Tag-Along Rights, Drag-Along Rights, Rights of First Offer, and Rights of First Refusal
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine joint acquisition arrangements and the issues LLC managers and members (or general and limited partners) must address when negotiating tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first refusal (ROFRs) provisions.
Outline
- Transfer provisions typically found in joint acquisition agreements
- Tag-along rights
- Drag-along rights
- Right of first offer
- Right of first refusal
- Issues encountered in drafting transfer restrictions
- Drafting approaches for allowing flexibility and avoiding pitfalls
Benefits
The panel will address these and other essential questions:
- How do tag-along and drag-along rights impact the ability of investors to exit an entity after an acquisition is closed?
- What are the pros and cons of ROFOs and ROFRs concerning future transfers of equity?
- How the form of consideration--cash as opposed to non-cash--can be addressed in the agreement when considering future transactions by the investors?
Faculty
Jay Coogan
Partner
Ballard Spahr
Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held... | Read More
Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held companies--in mergers and acquisitions, securities offerings, venture capital financings, and the establishment of startup and emerging businesses. His clients invest in and operate enterprises spanning a range of industries, including technology, manufacturing, business services, consumer products, and health care. He also works with institutional investors in the purchase, sale, financing, and operation of their portfolio companies. As outside general counsel to private companies, Mr. Coogan advises on legal and business matters, such as regulatory matters, entity formation, corporate governance, capitalization, equity compensation, capital raising, and customer or vendor contracts.
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Kimberly A. deBeers
Partner
Skadden Arps Slate Meagher & Flom
Ms. deBeers is head of the M&A/Corporate Group in the firm’s Chicago office and has a diverse corporate... | Read More
Ms. deBeers is head of the M&A/Corporate Group in the firm’s Chicago office and has a diverse corporate practice with extensive experience in the area of mergers and acquisitions, joint ventures, securities law and general corporate law matters. She regularly represents private equity firms, as well as various private and public corporate clients, on a wide variety of acquisition and sale transactions, leveraged buyouts, capital transactions, spin-offs and various types of recapitalizations and other financing transactions.
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