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“I Want Out!”: Exit Rights in Business Agreements

January 15, 2020 @ 12:00 pm - 1:00 pm

A client investment in an operating business, particularly a minority stake, is only as good as its liquidity. If a client cannot readily sell his or her ownership stake at fair market value, it has little real value. The key to ensuring liquidity is contractually creating a private market for the ownership stake. This market can come in the form of requiring other stakeholders, including the majority owner, to buy the minority stake at a mutually agreeable price, or creating other mechanisms for selling the stake to third parties. Without these contract rights, a stakeholder has no liquidity and is stuck. This program will provide you with a practical to planning and drafting contractual liquidity rights in closely held companies.

Handout Materials will be emailed to you prior to the seminar
1.0 MCLE Credit Hours


• Planning and drafting liquidity rights in closely held companies
• Counseling clients about the limitations and risks of liquidity in closely held companies
• Framework of alternatives for determining most appropriate liquidity rights
• “Texas standoff” or “Russian roulette” – opportunities, risks and tradeoffs
• Drafting “tag-along” and “drag-along” rights – practical uses and drawbacks
• How to think about valuing closely held ownership stakes


Frank Ciatto, Venable LLP – Washington, DC