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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, September 29, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

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.

Faculty

Jay Coogan
Partner
Ballard Spahr LLP

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 LLP

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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Description

A strategic investor will often combine forces with one or more private equity or other investment funds to facilitate an acquisition. The resulting LLC or LP agreement will likely include restrictions on the right of an equity owner to transfer their equity, including tag-along and drag-along rights and ROFO or ROFR rights.

Tag-along, drag-along, ROFO, and ROFR provisions are complicated provisions that raise several substantive and procedural issues for the parties to joint acquisition arrangements. In negotiating and drafting these provisions, investment partners and their counsel must consider how these provisions impact future transactions by individual owners or by the entity itself.

Listen as our authoritative panel discusses joint acquisition agreements, with particular focus on the nuances of tag-along, drag-along, ROFO, ROFR, and other transfer restrictions.

Outline

  1. Transfer provisions typically found in joint acquisition agreements
    1. Tag-along rights
    2. Drag-along rights
    3. Right of first offer
    4. Right of first refusal
  2. Issues encountered in drafting transfer restrictions
  3. 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?