Certificate of Designation of Preferred Stock (Convertible, Double-Dip Participating) | Practical Law

Certificate of Designation of Preferred Stock (Convertible, Double-Dip Participating) | Practical Law

A Certificate of Designation (COD) for a Delaware corporation issuing a series of convertible, double-dip participating preferred stock in connection with a private equity transaction, such as a growth equity investment into a private company. This Standard Document assumes a cumulative (and compounding), participating dividend and a senior participating liquidation preference (without a cap) for preferred stock with conversion, voting, and redemption rights. This document is drafted in favor of the investor, but is intended to be reasonable and contains common COD provisions. It has integrated notes with important explanations and drafting and negotiating tips.

Certificate of Designation of Preferred Stock (Convertible, Double-Dip Participating)

Practical Law Standard Document 5-508-1116 (Approx. 91 pages)

Certificate of Designation of Preferred Stock (Convertible, Double-Dip Participating)

by Practical Law Corporate & Securities
MaintainedDelaware, USA (National/Federal)
A Certificate of Designation (COD) for a Delaware corporation issuing a series of convertible, double-dip participating preferred stock in connection with a private equity transaction, such as a growth equity investment into a private company. This Standard Document assumes a cumulative (and compounding), participating dividend and a senior participating liquidation preference (without a cap) for preferred stock with conversion, voting, and redemption rights. This document is drafted in favor of the investor, but is intended to be reasonable and contains common COD provisions. It has integrated notes with important explanations and drafting and negotiating tips.
On August 23, 2023, the SEC adopted new rules under the Investment Advisers Act of 1940 for private fund advisers (see Legal Update, SEC Adopts New Rules for Private Fund Advisers) (the "New Rules"). The New Rules are generally effective 12 to 18 months after publication in the Federal Register and will have a material impact on limited partnership agreements for private equity funds and may require revisions to this resource. Updates are planned in the near future. For more information on the final rule, see Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Fed. Reg. 88 FR 63206 (Sept. 14, 2023).