Drafting Stockholder Agreements - Part 2

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Description

Stockholders' agreements can make or break a closely held company.

Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized. Most of the big decisions of a closely held company are made in the stockholders' agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes.

This program provides a guide to planning and drafting the most essential provisions of stockholders' agreements for C and S corporations.

Part 2 topics include:

Restrictions on transferability and mechanisms to buy/sell restricted stock
Valuation methodologies for stock that does not have a liquid market
Protective provisions for S Corps – preventing transfers to ineligible holders
Provisions for approving the termination an S Corp election
Close corporations and the ability to govern the company without a board of directors

Contributors

Frank Ciatto

Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

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Molly Merritts

Molly Merritts is an attorney in the Washington, D.C. office of Venable LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.

Molly earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

Click here for more information about Molly.

Thank you

Description

Contributors

Frank Ciatto

Molly Merritts