Continuing Legal Education

TELESEMINAR: Structuring Minority Interests in Businesses – A National Perspective

December 20, 2012
12:00 – 1:00 p.m.
1.00 MCLE hours


There is an inherent tension between majority-stake owners of a company and minority-stake owners.  The majority-stake owners often want the investment, time and talent of the minority-stake owners, but unfettered control of the company and no obligation to make distributions.  The minority-stake owner has substantial risk in not having control and often wants to define rights to participate in management, have access to financial and operational information, receive regular cash distributions if the company is profitable – and wants to right to cash out at a fair value.  Balancing these interests is essential to a stable and successful company.  This program will provide you with a real-world guide to structuring minority-stake investments in companies, drafting protective provisions in governing and transactional documents, and dispute resolution between majority and minority-stake owners before it takes a toll on the company itself. 


  • Structuring the rights of minority-stake owners and investors in companies
  • Governance, management and information rights – does the minority-stake owner get a say?
  • Differences between passive minority-stake owner and those who actively participate in the business
  • Liquidity rights – what if the minority-stake owner wants out?
  • Regular distributions on capital investments or preferred returns on minority-stake investments
  • Non-competition if the minority-stake investor cashes out
  • Dispute resolution among majority-stake and minority-stake owners


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Program Speaker:
Paul Kaplun
, Venable, LLP, Washington, D.C.

Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering law practice of law, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.