• videocam On-Demand Webinar
  • card_travel Commercial Law
  • schedule 90 minutes

Drafting Transfer Provisions in Joint Acquisition Vehicles: Preserving Flexibility, Avoiding Pitfalls

Tag-Along Rights, Drag-Along Rights, Rights of First Offer, and Rights of First Refusal

About the Course

Introduction

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.

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.

Presented By

Jay Coogan
Partner
Pierson Ferdinand

Mr. Coogan advises publicly held and private companies and private equity and other investment firms in mergers and acquisitions and securities offerings. He also advises boards of directors and board committees in M&As and other corporate governance matters. Mr. Coogan’s clients invest in and operate companies across a wide variety of industries, including technology, healthcare, business services, energy and consumer products. His experience includes helping private equity firms build out their portfolios with acquisitions, grow their portfolio companies, and successfully execute exits; representing venture capital firms, as well as startups and emerging businesses seeking growth and funding; advising investment banks and issuers in securities offerings; serving as outside general counsel to a variety of enterprises, advising boards, management and controlling stockholders on matters including litigation management, compliance investigations, IP management, human resources issues and strategic planning; helping long-established family businesses and their controlling families through transition and sale situations; and supporting family offices and closely-held investment companies in capital raising and restructuring matters.




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.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, September 29, 2020

  • schedule

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

  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

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?