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Advanced CLE

2022 Drafting Stockholder Agreements, Part 1


Total Credits: 1.2 MCLE, 0.0 Kansas Credit

Practice Area:
Business & Corporate

Dates


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 

Materials

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