Program Details
2026-09-15 12:00:00
Over 1,000+ webinars
Course Overview
2026-09-15 12:00:00
2h CLE Credits
Intermediate
2
12:00 pm - 1:00 pm ESTThis 60-minute CLE session walks attorneys through the negotiation lifecycle for a founder selling to a private equity platform while retaining a minority rollover equity stake and potentially receiving earnout consideration. The session focuses on practical drafting and negotiation issues that determine the founder’s actual economic outcome, including capital structure, waterfall position, dilution risk, governance rights, tag-along and drag-along mechanics, leaver provisions, earnout metrics, operational covenants, efforts standards, sponsor diligence, and tax planning under Sections 721 and 351. The presentation is designed to help attorneys identify leverage points before the LOI is signed, negotiate rollover and earnout protections that match the founder’s risk profile, and draft with current Delaware earnout case law in mind.
Dominic Totman 1:10 pm - 2:10 pm ESTWhen a founder sells to a private equity platform and rolls over a minority stake, the terms negotiated before signing largely determine whether that stake—and any earnout—ever pays off. This session devotes equal time to rollover equity and earnout structures, walking through both from the founder’s side: what rollover equity actually is, pre-LOI leverage, governance and exit protections for the minority holder, earnout mechanics and metric selection, operational covenants that protect the seller’s ability to earn contingent payments, and the dispute resolution and litigation risks that arise when buyer conduct threatens the payout. Attendees will leave with practical frameworks for structuring, drafting, and negotiating rollover and earnout provisions they can apply to their next founder engagement.
Alidad Adam DamooeiEric R. KleineDominic Totman is a partner in the Raleigh, North Carolina office of Cranfill Sumner LLP, where he chairs the firm’s Mergers & Acquisitions Practice Group. His transactional practice spans mergers and acquisitions, health care law, business and corporate law, and aviation and aerospace, with particular depth in healthcare M&A, dental practice sales, and business structuring.
Alidad Adam Damooei is a trusted partner who anchors Davis Wright Tremaine’s corporate and business transactional capabilities in the Los Angeles area. He has extensive experience representing high-profile clients—including Fortune 500 companies, private equity funds and their portfolio companies, innovative growth-stage ventures, and real estate investment trusts—on sophisticated mergers and acquisitions, joint ventures, rollovers, minority investments, corporate governance, and complex cross-border deals. Known for his entrepreneurial approach and deep market insight, Alidad has earned a reputation for precision and strategic vision, particularly in buy-side and sell-side M&A.
Eric R. Kleine is counsel in the San Francisco office of Davis Wright Tremaine LLP, where he practices corporate law with a focus on mergers and acquisitions, joint ventures, equity financings, and corporate governance. He serves clients principally in the technology, media and entertainment, and life sciences sectors, and is known for pairing commercial instinct with pragmatic counsel that keeps complex transactions aligned with clients’ broader business objectives.
Dominic Totman is a partner in the Raleigh, North Carolina office of Cranfill Sumner LLP, where he chairs the firm’s Mergers & Acquisitions Practice Group. His transactional practice spans mergers and acquisitions, health care law, business and corporate law, and aviation and aerospace, with particular depth in healthcare M&A, dental practice sales, and business structuring.
Alidad Adam Damooei is a trusted partner who anchors Davis Wright Tremaine’s corporate and business transactional capabilities in the Los Angeles area. He has extensive experience representing high-profile clients—including Fortune 500 companies, private equity funds and their portfolio companies, innovative growth-stage ventures, and real estate investment trusts—on sophisticated mergers and acquisitions, joint ventures, rollovers, minority investments, corporate governance, and complex cross-border deals. Known for his entrepreneurial approach and deep market insight, Alidad has earned a reputation for precision and strategic vision, particularly in buy-side and sell-side M&A.
Eric R. Kleine is counsel in the San Francisco office of Davis Wright Tremaine LLP, where he practices corporate law with a focus on mergers and acquisitions, joint ventures, equity financings, and corporate governance. He serves clients principally in the technology, media and entertainment, and life sciences sectors, and is known for pairing commercial instinct with pragmatic counsel that keeps complex transactions aligned with clients’ broader business objectives.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats
