Stockholders' Agreements Line by Line: A Detailed Look at Stockholders' Agreements and How to Change Them to Meet Your Clients' Needs

Written by experienced corporate attorneys, Stockholders' Agreements Line by Line provides a practical approach to understanding the issues involved in drafting and negotiating a stockholders' agreement. Participants in a closely-held corporation often use a stockholders' agreement to establish an understanding among themselves and the corporation as to the corporation's governance, special approval rights, information and access rights, transfer rights and restrictions, and rights to participate in future capital raises and sale transactions. This book analyzes a sample agreement from the perspective of each of the parties involved--a control investor, a co-investor, a lender, and management. The authors offer guidance on negotiating positions commonly taken by the different parties to the agreement and address the remedies that each party might seek to protect its rights. Stockholders' Agreements Line by Line is a valuable resource for anyone who has ever negotiated a stockholders' agreement, as well as for any party who is about to enter into such an agreement. This book contains a CD-Rom that features the PDF and Word versions of the final text of the book, which enables readers to manipulate the contract.

About the Authors

Jeffrey R. Patt is a partner in the corporate department of Katten Muchin Rosenman LLP in Chicago. Mr. Patt represents clients in a wide range of mergers and acquisitions, public and private securities, corporate governance, and general corporate matters.

Brooks T. Giles is a partner in the corporate department of Katten Muchin Rosenman LLP in Chicago. Mr. Giles focuses most of his time on private equity and venture capital transactions in the health care, light industrial, and business services sectors.