Stockholders’ agreements are the most important operational documents for closely held companies.Boards of directors may be established and stock authorized by Articles of Incorporation, but stockholders’ agreements are where the practical allocation of voting power and economic rights are defined. These agreements determine access to information about the company, how major corporate decisions are approved, distribution policy, and often impose restrictions on the transfer of stock. 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.
- 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
- 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, Venable, LLP, Washington, DC
Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias, or Kansas credit.
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