Tag Archive | "Change of Control Agreement"

Change of Control Agreement for Healthcare Companies

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The online legal document provider, RealDealDocs.com has released a number of change of control agreements for the top companies in America including many Fortune 500 companies. These are the actual legal documents drafted by the nation’s top law firms.

In August of 2008, Senorx Inc. drafted a change of control agreement expecting an acquisition in the future and wanting to ascertain the retention of their current executive. Healthcare equipment company Thermage Inc. drafted a change of control agreement in August of 2008 for the same purposes. Both of these Change of Control Agreements are available in their entirety on the RealDealDocs.com website.

A Change of Control Agreement is a legal document outlining the terms and conditions of a change in ownership or control, and typically the implications for one or more parties.

RealDealDocs.com is the online legal document resource preferred by lawyers, deal professionals and entrepreneurs. The powerful search functionality is easy to use which is just one of the reasons 40 of the top 200 law firms in the world use it.

The contracts, agreements and clauses available at RealDealDocs.com are the actual legal documents used by both the smallest of small capital companies as well as Fortune 500 companies alike.

RealDealDocs.com helps to cut drafting time in half and provides unprecedented insight into the deal structures of the world’s largest companies. The legal documents may be searched for by category, law firm, parties involved or by the state of the governing law. Visitors can search the extensive RealDealDocs.com database absolutely free and members of the site may also download, copy, edit and print unlimited legal documents for their own personal or business use. Visit RealDealDocs.com for more information, membership options, and free legal document searches.

RealDealDocs.com is a division of Practice Technologies, Inc. the creators of SmartRules.com, the first online practice guide for the national litigator and the national litigation practice.

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Change of Control Agreement for Morgan Stanley

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The online legal document provider, RealDealDocs.com has released a number of Change of Control Agreements for the top companies in America including many Fortune 500 companies. These are the actual legal documents drafted by the nation’s top law firms.

When Morgan Stanley was sold to JP Morgan Chase, as Washington Mutual would soon follow suit, the drafting of a change of control agreement became necessary. The Morgan Stanley change of control agreement drafted in August of 2008, solidifies the executive’s position for the term of a year in the event of a corporate change of control. The execution copy of this legal agreement is available in its entirety on the RealDealDocs.com website.

A Change of Control Agreement is a legal document outlining the terms and conditions of a change in ownership or control, and typically the implications for one or more parties.

RealDealDocs.com is the online legal document resource preferred by lawyers, deal professionals and entrepreneurs. The powerful search functionality is easy to use which is just one of the reasons 40 of the top 200 law firms in the world use it.

The contracts, agreements and clauses available at RealDealDocs.com are the actual legal documents used by both the smallest of small capital companies as well as Fortune 500 companies alike.

RealDealDocs.com helps to cut drafting time in half and provides unprecedented insight into the deal structures of the world’s largest companies. The legal documents may be searched for by category, law firm, parties involved or by the state of the governing law. Visitors can search the extensive RealDealDocs.com database absolutely free and members of the site may also download, copy, edit and print unlimited legal documents for their own personal or business use. Visit RealDealDocs.com for more information, membership options, and free legal document searches.

RealDealDocs.com is a division of Practice Technologies, Inc. the creators of SmartRules.com, the first online practice guide for the national litigator and the national litigation practice.

Popularity: 2% [?]

What is a Change of Control Agreement?

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A change of control agreement is an agreement between a company and one of its executives to safeguard the remunerative rights of the executive in exchange for his continued service with the company. If a company undergoes a change of control and if the executive is fired without Cause or quits for Good Reason following this change of control, the company will pay out a severance package to the executive, usually consisting of his salary (several times over) and stock options. The theory behind the change of control agreement is that an executive can better focus on his fiduciary duties when he’s not worried about losing his job in a hostile takeover.There are a number of points to look for in a change of control agreement:

1. A change of control, be it:

a. the sale, lease, or other conveyance of the company’s assets;

b. the acquisition of 20% of the company’s outstanding common stock in one year;

c. a merger or consolidation;

d. a change in the majority of the Board members;

e. a decision by the Board to dissolve or liquidate the company; or

f. a resolution by the Board that states that a change of control has occurred.

2. Definition of Cause

3. Definition of Good Reason

4. Death / disability provisions

5. Gross-up provisions

6. The term, and of course…

7. The benefits that may result from a change of control-severance pay, stock options, and the like.

Popularity: 10% [?]

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