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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.
1 CLE hour
Management control of a company is often important to certain investors as economic rights. They want to concentrate governance in certain stakeholders to guide the company, whether in its early stages, on the occurrence of certain events, or just as a matter of ordinary operation. This is particularly the case in family- or otherwise closely-held companies and in early stage, venture-based companies. Economics rights – entitlement to distributions and certain tax allocations – and all other rights are another matter. What’s more important to these stakeholders is control. There are a variety of mechanisms for achieving control depending on the type of entity involved, its ownership structure, and the client goals involved. These mechanisms include something as simple as a proxy or more something more complex like a voting trust or contractual rights to shift management control on the occurrence of certain events. This program will provide you with a practical guide to voting, management and control rights and agreements in business transactions.
• Using voting trusts and other management control mechanisms in companies
• Voting trusts, proxies and other mechanisms for concentrating voting power
• Drafting contractual rights to change control on certain triggering events
• Ensuring compliance with substantive law when drafting these mechanisms
• Allocating additional board seats to a control group on the occurrence of certain events
• Fiduciary risks of concentrating control
• Practical drafting of control mechanisms – stockholder agreements, operating agreements, separate agreements
Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.