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Structuring Minority-Stake & “Class B" Interests in Business Arrangements (Teleseminar)
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Structuring Minority-Stake & “Class B

1 CLE hour

When: 01/13/2015
1:00 PM to 2:00 PM
Contact: (404) 521-0781

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An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

Structuring Minority-Stake & “Class B" Interests in Business Arrangements - 1 CLE hour

“Class B” arrangements in companies – whether in the form of stock or some other contractual right – are the product of many tradeoffs. The company wants investor capital but it does not want to give up voting control or even any voting rights. The company doesn’t want to subject itself to all the restrictions of a commercial loan but is willing to give up certain preferences on liquidation. The company’s controlling shareholders or members do not want to dilute their economic upside as the company grows but are willing to give up certain current distribution preferences. “Class B” holders may be willing to surrender many of the attributes of common stock or full equity participation but they have will have demands for liquidation preferences and redemption rights. This program will provide you with a practical guide to planning, structuring and drafting “Class B” stock, membership interests or other business arrangements.  

Structuring and drafting “Class B” ownership interests in corporations and LLCs
Restricted or no voting rights – and relationship to redemption rights
Dividend or distribution preferences, and preferred current returns generally 
Liquidation rights and relationship to secured and unsecured lenders 
Anti-dilution rights, conversion rights, other investor rights
Tax issues in “Class B” arrangements


Frank Ciatto
is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

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