Michelle K. Notte and Emmanuelle Subar Litvinov of The Entrepreneur Lawyers wrote an article for The Florida Bar Journal…. “When Management Rolls Over: Proxy Disclosure, Fiduciary Conflict, and Florida Counsel’s Playbook”
The article addresses the complex legal and regulatory landscape surrounding rollover equity in mergers and acquisitions (M&A), particularly in private equity-backed deals where management or insiders reinvest part of their sale proceeds into the new entity. These transactions often raise conflicts of interest because insiders may receive non-ratable benefits (continued upside) that public or non-participating shareholders do not, triggering heightened scrutiny on disclosure and fiduciary duties.
Rollover equity transactions in Florida require careful navigation of federal securities laws and state fiduciary duties. Adequate disclosure under federal proxy rules is critical not only to avoid securities fraud liability but also to preserve favorable judicial review standards under Delaware fiduciary law. Florida practitioners must integrate procedural safeguards, thorough disclosure, and strategic drafting to structure rollover deals that withstand scrutiny and litigation risk.
We Provide Private Equity and Compliance Services
– Private Placement Memorandums (PPMs)
– Private Placement Offerings (PPOs)
– Drafting term sheets, promissory notes, convertible notes, warrant rights, subscription and purchase agreements, and other debt and equity fundraising instruments
– Preparing and filing SEC and state Blue Sky documents and disclosures
– And more!
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About The Entrepreneur Lawyers
At The Entrepreneur Lawyers, we serve as your concierge general corporate counsel across Florida, Ohio, and California, specifically tailored for doers and dreamers who are building businesses that matter. We differentiate ourselves by taking the time to truly understand your business’s purpose, goals, and needs before providing legal guidance—because we speak the language of business from our own entrepreneurial DNA. Whether you need assistance with entity formation, brand protection, risk management, commercial real estate, intellectual property, or business disputes, our team provides comprehensive legal solutions with the mindset of professionals who’ve lived and breathed entrepreneurship their entire lives, helping you grow, protect, and lead with confidence every step of your journey.
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