Description
Private companies often take advantage of restrictions on the right of an equity owner to transfer their equity, using language in organizational agreements tied to drag-along restrictions, transfers requiring board consent, the requirement to offer a ROFO or ROFR, and other requirements to permit other equityholders to tag-along on the transfer to control the make-up of the investor group and the timing and manner in which investors exit. These provisions become more complicated as more sophisticated investors invest in the same target.
Tag-along, drag-along, ROFO, and ROFR provisions raise several substantive and procedural issues for investors. In negotiating and drafting these provisions, investment partners and their counsel must consider how these provisions impact future transactions and transfers.
Listen as our authoritative panel discusses organizational documents for private companies, with particular focus on the nuances of tag-along, drag-along, ROFO, ROFR, and other transfer restrictions.
Presented By
Ms. Gargano focuses her practice on advising private equity sponsors and their portfolio companies, Fortune 500 companies, and emerging market companies on mergers & acquisitions, asset purchases, dispositions and private equity investments. She has substantive experience in both domestic and cross-border transactions. Ms. Gargano also advises clients on general corporate and compliance matters. She represents both strategic and private equity clients primarily in the retail, healthcare, life sciences, fintech, and financial services industries.
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions involve the purchase of private companies by private equity firms. He also represents sellers in such deals, which typically range in value from $25 million to $500 million. For all his clients, Mr. Giles finds the right structure for the transaction, negotiates the terms and offers guidance on corporate governance and general corporate matters. He has successfully closed a large number of middle-market M&A deals, using structures that include stock purchases, asset sales, taxable and tax-free mergers and leveraged recapitalizations.
Mr. Spencer counsels clients on mergers, acquisitions, joint ventures and other transactions involving private and public companies and represents mature and emerging companies in connection with financings, corporate governance, and other corporate and strategic matters. He regularly works with both purchasers and sellers, including private equity sponsors, health care technology firms, insurers, diversified manufacturers and distributors, and family offices. He has broad experience in cross-border transactions, corporate carve-outs and management team representations. Mr. Spencer represents emerging company clients, corporate strategic investors and family offices in connection with angel and venture capital investment, structured investment, and private equity investment activities. He is experienced in all aspects of equity and convertible debt private placements.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, December 3, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Transfer provisions typically found in organizational documents for private companies
A. Tag-along rights
B. Drag-along rights
C. Right of first offer provisions
D. Right of first refusal provisions
II. Key issues and considerations when negotiating and drafting transfer restrictions
III. Drafting strategies for allowing flexibility, shaping exit strategies, and avoiding pitfalls
The panel will discuss:
- How tag-along and drag-along rights impact exit strategies and value realization for different types of investors
- Pros and cons of ROFO and ROFR provisions, including practical implications for negotiating leverage and timing
- Tips on clear definitions, scope, and triggering events to avoid ambiguity
- Negotiating these rights in complex cap tables to address competing interests among founders, investors, and other stakeholders
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