Stockholders¿ Agreements Line by Line : A Detailed Look at Stockholders¿ Agreements and How to Change Them to Meet Your Clients¿ Needs

by Patt, Jeffrey R.; Giles, Brooks T.

• ISBN13: 9780314279347
• ISBN10: 0314279342
• Format: Paperback
• Copyright: 2011-10-01
• Publisher: Thomson Reuters

Summary

Written by experienced corporate attorneys, Stockholders' Agreements Line by Line provides a practical approach to understanding the issues involved in drafting and negotiating a stockholders' agreement. Participants in a closely-held corporation often use a stockholders' agreement to establish an understanding among themselves and the corporation as to the corporation's governance, special approval rights, information and access rights, transfer rights and restrictions, and rights to participate in future capital raises and sale transactions. This book analyzes a sample agreement from the perspective of each of the parties involved-a control investor, a co-investor, a lender and management. The authors offer guidance on negotiating positions commonly taken by the different parties to the agreement and address the remedies that each party might seek to protect its rights. Stockholders' Agreements Line by Line is a valuable resource for anyone who has ever negotiated a stockholders' agreement, as well as for any party who is about to enter into such an agreement. Book jacket.

Author Biography

Jeffrey R. Patt is a partner in the corporate department of Katten Muchin Rosenman LLP in Chicago. Mr. Patt represents clients in a wide range of mergers and acquistions, public and private securities, corporate governance, and general corporate matters. Brooks T. Giles is a partner in the corporate department of Katten Muchin Rosenman LLP in Chicago. Mr. Giles focuses most of his time on private equity and venture capital transactions in the health care, light industrial, and business services sectors.

Table of Contents

Introduction	p. 7
Line by Line Analysis:
Voting and Governance Considerations	p. 17
Preemptive Rights	p. 40
Restrictions on Transfer	p. 55
Tag-Along Rights	p. 76
Drag-Along Rights	p. 88
Repurchase Rights	p. 109
Protective Covenants	p. 134
Representations and Warranties	p. 140
Miscellaneous	p. 144
Sample Stockholders' Agreement	p. 163
Example Protective Provisions	p. 207
About the Authors	p. 213
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