Management & Minority Shareholder Counsel in Sell-Side M&A
At Stradling, we understand the paramount importance of protecting the interests of management and minority shareholders across M&A transactions where our client does not control the sales process. Our extensive M&A platform and deep bench of experience enables us to navigate M&A transactions for these clients – whether they be a founder, an executive or a minority investor. We ably guide executives and minority shareholders through special situations where their interests may not fully align with controlling shareholders driving the sales process.
We bring veteran M&A acumen to the intricate legal landscape of modern rollover arrangements. Our attorneys deliver strategic counsel on sophisticated structures, such as tiered equity and performance-based vesting, while addressing the nuanced tax implications, securities regulations, executive compensation and governance issues inherent in these transactions. We combine legal and business insights to safeguard the interests of management teams and minority shareholders while also maximizing the strategic value of the rollover itself for our client.
We recognize that each transaction is unique, with its own set of stakeholders, objectives, and potential hurdles. Our methodology involves close collaboration with our clients, focusing on their specific goals to craft rollover structures that align with overarching business objectives. This tailored approach to realizing each client’s distinct end game, coupled with our dedication to proactive problem-solving, has proven instrumental in securing favorable terms and facilitating smooth transaction execution.
Given our experience representing buyer and sellers, we know the types of issues that could be problematic for management and where management does and does not have leverage to push the primary parties to the M&A transaction. Our legal services range from advising on initial structuring to post-closing integration, including:
- Structuring and negotiating rollover terms
- Developing tax optimization strategies
- Advising on securities law compliance
- Designing management incentive plans
- Structuring employment and restrictive covenant agreements
- Conducting due diligence on equity structures
- Providing corporate governance advice
- Resolving disputes related to rollover arrangements
