Drafting Transfer Provisions in M&A Agreements

This course, presented by Jay Coogan of Ballard Spahr and Kimberly deBeers of Skadden, Arps, Slate, Meagher & Flom, will examine the issues associated with negotiating and drafting the most common transfer provisions governing transfers of equity interests in private companies, including provisions governing permitted transfers to affiliates, rights of first offer (ROFOs), rights of first refusal (ROFRs) and tag-along and drag-along rights. In addition, there will be a discussion of provisions that require a company to buy equity from an investor or can compel the investor to sell to the company upon the company's request. These provisions can be found in Stockholder Agreements, Limited Liability Agreements or other written arrangements among investors.

In negotiating and drafting these complex provisions, there are a number of key issues to focus on to ensure that these provisions function smoothly throughout the life of the investment and reflect any bargained-for protections. This program will review these key issues, typical approaches, common pitfalls, and how perspectives can change depending on whether a lawyer is representing a majority or minority investor in the company.

Learning Objectives:

1. Examine the typical transfer provisions often adopted in a private company and the purposes of such provisions, including permitted transfers, rights of first offer or refusal, tag-along rights, drag-along rights and puts and calls

2. Discuss key issues that are often negotiated while drafting

3. Review common pitfalls to avoid when negotiating and drafting common transfer provisions