COURSE 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 will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.
Day 1:
- Practical uses of stockholders’ agreements
- Management and voting rights – what events trigger a vote and by whom
- Economic rights – distributions, taxes, and liquidations
- Information rights – access to operational, financial and tax information
Day 2:
- 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
Speaker:
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.
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.