Drafting Shareholders’ Agreements: Structuring Provisions to Avoid Litigation

In this program, we will cover the purposes of shareholders’ agreements and the types of shareholder rights often included in them, including management and voting rights, economic rights and information rights. In addition, we will discuss common restrictions on the transferability of stock as well as mechanisms that can be included for buying and selling restricted stock.

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Frank Ciatto is co-chair of Venable's Corporate Practice Group. Frank is a business attorney who assists entrepreneurs with existing and new business ventures. His legal knowledge and practical experience are important in helping owners and investors realize the full value of their ideas and investments. He focuses on corporate and partnership structuring, mergers and acquisitions, limited liability companies, private equity investments, tax and accounting issues, business divorces, and succession planning.

Frank drafts and negotiates key business documents, such as merger agreements, limited liability company agreements, partnership agreements, stockholder agreements, executive employment agreements, severance agreements, stock-option plans, grant agreements, and other corporate agreements.

He serves as corporate counsel to entrepreneurs and individual investors in a number of industries, including hedge funds, financial services providers, auto dealerships, publishing, securities companies, professional consulting firms, software and technology providers, hospitality, law firms, and other professional service providers.

In addition to his legal work, Frank is a certified public accountant, formerly with Coopers & Lybrand (now PricewaterhouseCoopers) in New York – experience that often adds value to his clients' transactions.

Frank served as the firm's corporate counsel in its recent combination with the Fitzpatrick Cella law firm.

Molly Merritts-Ricci counsels’ companies on a wide range of corporate law matters, with a focus on mergers and acquisitions, debt and equity financing transactions, and general corporate governance. Molly has advised clients in complex transactions across an array of industries, including technology, healthcare, commercial equipment and automotive, cybersecurity, and food service. Her practice also includes assisting entrepreneurs with existing and new business ventures. She has extensive experience drafting and negotiating limited liability company agreements, stockholder agreements, buy-sell agreements, and other key business documents.

Molly has also presented on topics such as the allocation of risk in M&A transactions, drafting and negotiating purchase agreements, and stockholder rights and transfer restrictions in stockholder agreements. Molly earned her J.D. at the University of Virginia School of Law, where she focused her coursework in the Law & Business Program, and her B.S. from the Robert H. Smith School of Business at the University of Maryland, College Park.