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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, May 7, 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

This CLE course will guide deal counsel in drafting shareholder agreements accompanying private equity (PE) transactions. The panel will examine considerations and best practices to ensure shareholder agreements are valid and binding on shareholders throughout the life cycle of the investment, including an M&A-related exit.

Faculty

Heide Nanette
Shareholder
Troutman Pepper Locke LLP

Ms. Heide advises public and private investors and borrowers on their sophisticated finance transactions and compliance issues. She has significant experience in private equity, capital markets, and joint ventures. Ms. Heide has a proven track record of representing clients in complex mergers and acquisitions, including cross-border transactions and high-stakes deals in various industries such as consumer products, technology, cosmetics, retail and cannabis. She advises on equity and asset purchases, strategic mergers and reverse takeovers, navigating multifaceted legal landscapes and helping clients to achieve optimal outcomes. Her skill in managing large-scale transactions and her approach to deal structuring have earned her a reputation as a trusted advisor in the M&A space. Ms. Heide frequently writes and speaks on corporate finance and private investing.

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Giles Brooks
Shareholder
Katten Muchin Rosenman LLP

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.

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Isaacs Christopher
Shareholder
Katten Muchin Rosenman LLP

Mr. Isaacs has experience with both domestic and cross-border transactions. He has advised on asset and equity transactions, both buyouts and minority investments, on both the buy and sell sides and on behalf of both strategic and financial parties, as well as joint ventures, reorganizations and restructurings, and other matters relating to general corporate and securities law. In addition to his work for financial industry clients, Mr. Isaacs has experience in the automotive, energy and technology sectors.

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Description

In PE deals, the PE investors and existing shareholders enter into a shareholder agreement that outlines the rights and obligations of the shareholders to one another and the company. The shareholder agreement addresses board control, drag-along rights of the PE investors, tag-along rights of management and minority investors, restrictions on equity transfers, buy-sell arrangements, and much more.

The seminal Delaware Court of Chancery case, Cigna Health & Life Ins. Co. v. Audax Health Solutions highlights the importance of ensuring that shareholder agreements include provisions that will bind shareholders to indemnity and other post-closing obligations following an M&A-related exit from a PE investment. Statutory changes adopted in the wake of W. Palm Beach Firefighters’ Pension Fund v. Moelis & Co. give sponsors authority to ensure this, and much more.

Shareholder agreements that are carefully drafted to comport with the intent of the PE investors and existing shareholders are most likely to be enforced in litigation.

Listen as our authoritative panel of deal counsel discusses key provisions in shareholder agreements that accompany PE deals and legal considerations to ensure that contracts are valid and enforceable.

Outline

  1. Key provisions in shareholder agreements
    • Board of directors composition and duties
    • Treatment/waiver of corporate opportunities
    • Appointment and removal of officers
    • Voting rights
    • Information rights
    • Transfer restrictions
    • Resolving deadlock
    • Preemptive rights
    • Amendment and termination of a shareholder agreement
    • Governing law
  2. Best practices for binding and enforceable agreements

Benefits

The panel will review these and other key issues:

  • What are the key provisions in shareholder agreements, and what potential pitfalls can impact their enforceability and effectiveness?
  • What common legal challenges are likely to arise during the drafting and enforcement of shareholder agreements--and how can they most effectively be resolved?
  • What is the relationship between shareholder agreements and the M&A transaction documents--and how are conflicts among the documents resolved?