WebCredenza 2024 Drafting stockholder agreements, part 2

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.

Opinions and positions stated by presenters of MoBarCLE programs are those of the presenters and not necessarily those of The Missouri Bar. This program is intended as information for lawyers in Missouri, in conjunction with other research they deem necessary, in the exercise of their independent judgment.