Global Private Equity Watch - Feed https://privateequity.weil.com/category/shareholder-agreements/ Tue, 14 Apr 2026 20:23:07 +0000 hourly 1 Determining the Fair Market Value of Shares—“Unintended Mischief” from Marketability and Minority Discounts https://privateequity.weil.com/glenn-west-musings/determining-the-fair-market-value-of-shares/ Tue, 02 Mar 2021 14:19:12 +0000 Glenn D. West http://privateequity.weil.com/?p=7611 Distinguishing between an entity and the ownership of equity in that entity is not difficult. But it is surprising how often those two distinct concepts become conflated or obscured in the drafting of commercial agreements. Thus, in a New York case involving the interpretation of a prenuptial agreement, a spouse was denied a share of the […]

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]]> Director Designation Rights are not Inviolable for PE Sponsors https://privateequity.weil.com/insights/director-designation-rights-are-not-inviolable-for-pe-sponsors/ Thu, 06 Aug 2015 22:05:41 +0000 David B. Gail https://peblog.wpengine.com/?p=1003 Private equity sponsors received a warning earlier this summer from the Delaware Chancery Court that director designation rights are not inviolable, and that a company can impose reasonable conditions prior to seating a director designee—even where the agreement providing for such designation rights does not contemplate any conditions. While the facts in Partners Healthcare Solutions […]

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]]> The Implications of Halpin v. Riverstone National for Drafting and Exercising Drag-Along Provisions https://privateequity.weil.com/insights/the-implications-of-halpin-v-riverstone-national-for-drafting-and-exercising-drag-along-provisions/ Tue, 28 Apr 2015 13:34:17 +0000 Ryan Taylor https://peblog.wpengine.com/?p=729 The Delaware Court of Chancery’s ruling in Halpin v. Riverstone National* is an important decision for private equity professionals. While the Delaware courts have previously found that a holder of preferred stock may waive its rights of appraisal in advance, they have not expressly addressed the enforceability of an advance waiver of appraisal rights by […]

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]]> The Delaware Court of Chancery’s ruling in Halpin v. Riverstone National* is an important decision for private equity professionals. While the Delaware courts have previously found that a holder of preferred stock may waive its rights of appraisal in advance, they have not expressly addressed the enforceability of an advance waiver of appraisal rights by […]

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]]> A Reminder Regarding the Importance of a Well-Drafted Drag Provision https://privateequity.weil.com/insights/a-reminder-regarding-the-importance-of-a-well-drafted-drag-provision/ Thu, 23 Apr 2015 17:45:55 +0000 Global Private Equity Watch https://peblog.wpengine.com/?p=721 A common practice in private company mergers is to attempt to bind a selling company’s minority stockholders to certain obligations, such as indemnification obligations and releases, by including the acknowledgement of such obligations in the letter of transmittal that is signed as a condition to the receipt of the merger consideration in the transaction.  The […]

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]]> A common practice in private company mergers is to attempt to bind a selling company’s minority stockholders to certain obligations, such as indemnification obligations and releases, by including the acknowledgement of such obligations in the letter of transmittal that is signed as a condition to the receipt of the merger consideration in the transaction.  The […]

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]]> A Potential Shield for PE Sponsors: Interpreting the Term “Affiliate” in Contracts https://privateequity.weil.com/insights/a-potential-shield-for-pe-sponsors-interpreting-the-term-affiliate-in-contracts/ Tue, 10 Mar 2015 14:40:33 +0000 Global Private Equity Watch https://peblog.wpengine.com/?p=679 In an important ruling, especially for private equity sponsors, the New York Court of Appeals recently held in Ellington v. EMI Music, Inc. (Ellington), that use of the term “affiliates” in a contract includes only those affiliates in existence at the time the contract was executed, absent explicit language demonstrating that the parties intended to […]

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]]> In an important ruling, especially for private equity sponsors, the New York Court of Appeals recently held in Ellington v. EMI Music, Inc. (Ellington), that use of the term “affiliates” in a contract includes only those affiliates in existence at the time the contract was executed, absent explicit language demonstrating that the parties intended to […]

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