Merger Agreement: Stockholder Rollover | Practical Law

Merger Agreement: Stockholder Rollover | Practical Law

A Standard Clause for inclusion in a merger agreement that provides for a rollover of existing target company equity held by stockholders in connection with an acquisition of a US private corporation by reverse triangular merger. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

Merger Agreement: Stockholder Rollover

Practical Law Standard Clauses 5-568-7865 (Approx. 17 pages)

Merger Agreement: Stockholder Rollover

by Practical Law Corporate & Securities
Maintained • USA (National/Federal)
A Standard Clause for inclusion in a merger agreement that provides for a rollover of existing target company equity held by stockholders in connection with an acquisition of a US private corporation by reverse triangular merger. This Standard Clause 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).