Bespoke Governance Measures Investment Managers Should Adopt to Support Founder Liquidity Events

The challenges of securing founder liquidity have been placed in the spotlight by the dramatic expansion of the alternatives industry over the last 20 years and the accompanying founder-led growth of many firms. Firms often adopt and retain basic governance models that ultimately prove to be ill-suited to supporting the stress points that can arise from growth, success and the passage of time leading up to a founder liquidity event. Exit transactions for firm founders can be facilitated in part by the standard private company legal provisions (e.g., non-competition, non-solicitation, tag-along and drag-along rights) included in most governing documents for managers. At the same time, those provisions alone may underserve founders’ pursuit of liquidity, particularly when IPO exits or basic forms of intergenerational funding of founder liquidity are unavailable. In a guest article, Skadden attorneys John M. Caccia, Anna Rips and Peter D. Kosiek explore a few governance mechanics that may be employed by managers in pursuit of founder liquidity, aside from the standard suite of private company legal provisions. Among other items, that includes mindfulness when structuring voting rights, share fractionalization, power transitions and liability waivers. See our two-part interview series on selling minority stakes in PE firms: “Recent Trends and Structural Considerations” (Apr. 2, 2019); and “The Appeal of Stable and Early Income Streams” (Apr. 9, 2019).

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