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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, January 22, 2025

  • 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 guide deal counsel in structuring equity rollovers in M&A transactions, focusing on current market trends, governance provisions, stock rights, and tax considerations for buyers and sellers.

Faculty

Michael P. Spiro
Partner
Finn Dixon & Herling LLP

Mr. Spiro chairs the firm's Tax group, where his practice focuses on providing federal and state tax advice in connection with domestic and international transactions, including hedge and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings.

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Eitan Ulmer
Attorney
Finn Dixon & Herling LLP

Mr. Ulmer provides clients with federal and state tax advice in connection with domestic and international transactions, including hedge fund and private equity fund formations, mergers and acquisitions, and debt and equity financings and restructurings.

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Description

The seller equity rollover is favored in private equity mergers and acquisitions. The technique aligns management with the new company and signals the seller's confidence in the acquired company to prospective buyers.

Rollovers are typically structured as an exchange by the seller of part of its equity for common or preferred equity, resulting in a reduction in the cash purchase.

When properly structured, the rollover can be a tax-deferred transaction for the seller. Counsel must understand the tax treatment in these deals to achieve the desired tax outcomes for the parties.

Listen as our authoritative panel of practitioners guides you through seller equity rollovers in M&A deals. The panel will look at current trends in transactions with rollover equity, the rights and obligations of each party, and tax considerations for both buyers and sellers.

Outline

  1. Equity rollovers: current market trends
  2. Structuring rollover provisions: rights of the seller
  3. Tax implications and deal structures to optimize tax outcomes

Benefits

The panel will review these and other relevant issues:

  • How can equity rollovers be used to facilitate a smooth ownership and management transition in M&A deals?
  • What are the critical tax issues to understand and consider when using equity rollovers?
  • What stock rights must be negotiated between the buyer and seller in a rollover transaction?