Description

Closely held companies, whether owned by members of a family or by unrelated parties, often want to concentrate voting power and management rights in a subset of stockholders or members. This may be to capitalize on the expertise of certain holders, achieve other family succession, or other goals.

Also, investors may be content to vest management control in founders or operational experts but with the provision that investors gain full control of the company on the breach of financial covenants or occurrence of other events.

In the same way, controlling stockholders or members may want to restrict access to important information about the company, preventing minority stakeholders in the company from accessing it.

This program provides a practical guide to allocating voting and management rights, and restricting information rights, in closely held companies.

• Drafting practical mechanisms for allocation of voting power/management rights
• Fiduciary issues when voting power is concentrated in a subset of stockholders/members
• Relationship of voting mechanisms to authority/powers of board of directors
• Legal and practical differences in voting arrangements in corporate and pass-through entities
• Change of control provisions on certain triggering events/breach of financial covenants
• Rights & permissible restrictions on stockholder/member access to company information
• Access to tax information in pass-through entities