Myrtle Beach Non-Profit Attorneys & Lawyers

What Are Tag Along Rights?

Tag along rights or "co-sale rights" are legal agreements that guarantee minority stakeholders the right to sell their shares in the company at the same time and under the same conditions as the majority stakeholder. These rights are often used when companies are founded and capitalized because it protects investors and encourages them to buy the company's stock at an early stage. This is especially true for most angel investors, who won't even think of joining unless there are tag along rights.

Why Are Tag Along Rights Important?

Tag along rights protect minority stakeholders by giving them a certain amount of control over their own investments. If a principal stakeholder of the company liquidates its share, smaller investors won't get a bad deal. In simple words: If Investor A is selling their interest in the comp

...

What Is a Condition Subsequent?

A condition subsequent (CS) is an exit clause from an existing contract. The agreement between parties includes language that frees one of them from the deal. This happens when a conditional outcome occurs. A CS relieves a party of all obligations.

What's the Purpose of a Condition Subsequent?

Think of a condition subsequent as an escape clause. It ends a party's contractual obligation. In contracts, all involved parties have certain responsibilities. The CS gives one party the ability to walk away from the promise to perform a duty.

A CS is a kind of insurance for one or more parties. It makes sure that one of the groups in the contract can leave when certain conditions are met.

Think of a contract as a series of promises. Everyone who signs the agreement must keep their promises. Sometimes, a situation

...

What is Legal Due Diligence

Legal due diligence is an investigation into a business by re viewing documents and interviewing employees. A legal due diligence investigation is completed when a business or investor is interested in buying a business or investing in that business.

A legal due diligence investigation is seeking information about the business to make sure that the investment or purchase is beneficial. The investigation seeks to reveal all important facts and potential liabilities. Once the facts are collected and analyzed, an informed decision can be made.

There are subcategories of legal due diligence. These subcategories seek more specific pieces of information.

• Intellectual property due diligence

• Business due diligence

• Accounting due diligence

Due diligence is most often performed in preparation for a merger, a

...

What Is the Key Man Clause?

A key man clause (or key person clause) says that when certain executives of an investment firm are absent, the firm cannot make any new investments until they replace them. Investments need constant watching. Therefore, it's important for investment firms to always have someone in charge.

Key man clauses trigger anytime the executives named by the clause aren't spending enough time managing the firm's investments. This can happen if the executive:

• Dies
• Suffers a permanent or long-term disability
• Spends too much time at another job
• Quits or is fired
• Is convicted of a serious crime

Whatever the cause happens to be, if the executive can't do his or her job, the key man clause puts investing on hold at the very least. Sometimes it means the investment firm has to end, depending on how big the firm is and how important the key person was. When this is the c

...

What Is Preferred Return?

A preferred return—simply called pref—describes the claim on profits given to preferred investors in a project. The preferred investors will be the first to receive returns up to a certain percentage, generally 8 to 10 percent. Once you reach this profit percentage, the excess profits are split among the rest of the investors as agreed upon in negotiations. This type of return is most commonly used in real estate investment.

How Is the Preferred Return Calculated?

There are three main questions when it comes to calculating preferred return:

• Is it compounded or non-compounded? Compounded means that the calculation of a preferred return periodic growth amount comes from the amount of invested capital plus all previously earned but unpaid amounts.

• Is it cumulative or non-cumulative? Cumulative means that all the money earned i

...