DEAL PRACTICE
MANAGEMENT TEAM REPRESENTATIONS
IN CHANGE IN CONTROL & CORPORATE TRANSACTIONS
Management Incentive Programs
- Profits Interest Incentive Units
- Restricted Stock, RSUs and Options
- Retention and Cash LTIP Programs
- Phantom Equity Arrangements
Equity Rollover and Co-Investment
- Rollover and Contribution Agreements
- Subscription and Co-investment Agreements
- Tax Structure and Mechanics
- Representations and Warranties
- Interplay with Organizational Agreements
- Valuation and Liquidity
Organizational and Governance Documents
- Partnership and LLC Agreements
- Stockholders Agreements
- Governance and Board Composition
- Valuation and Liquidity
- Company Call Rights and Management Put Rights
- Tag-Along and Drag-Along Rights
- Indemnification
Individual Agreements
- Employment Agreements and Offer Letters
- Restrictive Covenant Agreements
- Transition and Retirement Arrangements
- Board and Advisor Arrangements
- Consulting Agreements
- Separation Agreements and Release of Claims
