Introduction
At Linden Law Partners, we regularly guide business owners and investors through the complexities of mergers and acquisitions (M&A), including the strategic use of rollover equity. In today’s market, rollover equity has become increasingly common, especially in private equity-led transactions where alignment and continuity are paramount.
Rollover equity allows sellers to retain or reinvest a portion of ownership in the post-closing business, positioning them for a potential second payout down the road. However, while the concept sounds straightforward, the details are critical when it comes to rollover equity. Without proper structuring and legal safeguards, rollover equity arrangements can present risks, particularly related to valuation, liquidity, control, and unfavorable repurchase events.
In this guide, our M&A attorneys break down the fundamentals of rollover equity, including how it works, key considerations, potential risks, tax implications, and best practices for optimal structuring for founders selling their businesses where rollover equity is involved. We’ll also examine some real-world case studies to illustrate how rollover equity can be successfully implemented in M&A deals.
This article also examines two real-world examples involving a couple of our selling founder clients. In one case, our client rolled $4.5 million into the acquiring entity in exchange for a 10% ownership stake. Over the next four years, that investment grew to $14.4 million. In another, the buyer initially structured a $7 million rollover in a way that created significant legal risk. The rollover interest was improperly tied to the client’s continued service in a short-term, at-will consulting role (and giving the buyer the right to repurchase the equity at a discount upon separation). In that case, we successfully negotiated to remove the tie between the rollover and post-closing services, eliminating the repurchase risk on unfavorable terms.
What is Rollover Equity?
Rollover equity is a transaction structure where a seller retains or reinvests a portion of their sale proceeds into the acquiring buyer or the business being sold. This retained ownership interest—typically held in the buyer’s holding company or acquisition vehicle—allows the seller to participate in future upside alongside the buyer.
These arrangements are often driven by the buyer’s desire to align incentives with the selling owners, particularly when the future performance and growth of the acquired business are central to the investment thesis. By keeping key stakeholders financially invested, buyers—especially private equity firms—enhance continuity, reduce transition risk, and create shared upside.
For sellers, rollover equity offers the potential for a second, often more lucrative, liquidity event if the company is later resold or recapitalized at a higher valuation. As a general benchmark, private equity sponsors frequently target a minimum 3x return on invested capital. From that perspective, each dollar a founder rolls into the deal can carry the same return potential as the buyer’s investment—assuming the business performs and the rolled equity is structured fairly.
Comparison to Equity Incentive Compensation
Unlike incentive equity—such as stock options or profits interests—which is typically subject to vesting, forfeiture upon termination of service, and limited economic rights, rollover equity is generally fully vested and structured to have financial parity (or near-parity) with the private equity or institutional investor class. This distinction is critical: rollover equity represents a true capital investment, with the associated risks and rewards, whereas incentive equity is typically compensation tied to continued service.
Some deals blend the two—the rollover of ownership equity and a separate grant of incentive equity—but they must be negotiated differently. Rollover equity is money back in the deal. Incentive equity is upside for services. Lumping them together can cloud the governance and economic protections needed for selling founders.
Why Private Equity Firms and Strategic Buyers Like Rollover Equity
Private equity firms and strategic buyers often like rollover equity structures for several reasons beyond basic alignment of interests:
- Incentivizing Management Continuity – Buyers prefer that founders or key executives remain invested post-acquisition, even if not actively managing the company. This helps ensure a smoother transition and continued business performance.
- Reducing Upfront Cash Requirements – Rollover equity lowers the immediate capital outlay required to close the deal, freeing up funds for operational improvements, add-on acquisitions, or reserve capital.
- Tax Efficiency – In many cases, rollover equity can be structured to qualify for tax deferral, allowing sellers to postpone capital gains recognition until a future liquidity event (more on this in the tax section).
- Risk Sharing and Signal Value – Sellers who roll equity demonstrate confidence in the acquired company’s future. Buyers see this as a positive signal that the deal thesis is sound and that post-closing performance goals are shared.
While rollover equity offers these advantages, it also presents risks related to valuation mechanics, repurchase rights, liquidity restrictions, and governance limitations. That’s why careful structuring and negotiation—supported by experienced M&A counsel like Linden Law Partners—is essential to protecting the seller’s reinvestment and maximizing long-term value.
How Rollover Equity Works in M&A Transactions
At Linden Law Partners, we guide business owners and investors in Denver, CO, and beyond through the complexities of rollover equity transactions. Understanding the mechanics of rollover equity is essential for both buyers and sellers to structure deals effectively and maximize long-term financial benefits.
Step-by-Step Breakdown of Rollover Equity in M&A Deals
- Deal Valuation & Negotiation – Buyer and seller agree on the total valuation of the acquired business and how much of the seller’s proceeds will be rolled. This can also serve as a lever for bridging valuation gaps. A buyer may accept a higher valuation if a seller agrees to roll more equity.
- Entity Structure – The rollover equity is contributed into the buyer’s acquisition entity, typically a newly formed LLC or corporation. This is where structural complexity begins. Whether it’s a direct contribution or layered through a holding company, each has implications.
- Investment Terms and Security Class. Sellers receive equity interests—often non-voting units or minority shares. The question is whether these carry the same economic rights (distributions, liquidation preferences) as the sponsor equity.
- Governance and Control Terms – Rarely do rollover participants get meaningful control. But negotiation can secure observer rights, information rights, or board seats in some cases. Know what voice and influence you will have, if any.
- Future Exit and Liquidity Event – The value of the rollover typically only materializes if there’s a successful future sale, recapitalization, or IPO. Timing, valuation, and structure of that event matter, and are often out of the selling founders’ hands. Most private equity investors, as one example, have a 3-7 year investment horizon.
- Post-Close Alignment – Buyers often expect that rollover participants will be culturally and financially aligned. In reality, however, different risk tolerances and exit goals can cause friction unless expectations are clear.
Rollover Equity vs. Earnouts
Both of these M&A structural tools can defer or condition part of the seller’s payout, but they differ materially:
| Feature | Rollover Equity | Earnout |
|---|---|---|
| Seller retains ownership? | ✅ Yes | ❌ No |
| Based on performance? | ✅ Sometimes | ✅ Yes |
| Tax deferral on receipt possible | ✅ Yes | ❌ No |
| Alignment of incentives? | ✅ Yes | ✅ Yes |
| Subject to claw backs? | ✅ Sometimes | ✅ Sometimes |
Earnouts are contingent, forward-looking compensation tied to the post-closing performance of the acquired business. They are typically based on achieving specific financial targets (such as revenue or EBITDA thresholds), non-financial milestones (like product development or regulatory approval), or a combination of both.
Rollover equity, by contrast, represents actual ownership in the post-closing entity. It is not generally conditioned on future performance metrics. Instead, its value is driven by the overall success of the business and the buyer’s ability to execute on the growth strategy. That said, the details surrounding rollover equity—such as governance rights, liquidity mechanics, and repurchase provisions—still matter significantly. As this article explains, poorly structured rollover equity can introduce risks that undermine its potential upside for selling business owners.
Industries Where Rollover Equity is Common
- Healthcare & Medical Practices – Private equity firms often acquire physician groups, requiring doctors to retain equity in the new entity
- Technology, Saas and AI Companies – High-growth startups often use rollover equity to align incentives with founders and key executives.
- Manufacturing & Industrial Services – Buyers in these industries leverage rollover equity to retain operational and production expertise.
- Franchise & Multi-Unit Retail – Private equity firms frequently invest in franchise and multi-unit retail businesses, utilizing rollover equity to ensure that selling franchisors support operational continuity and positive relations with franchisees.
- Professional Services & Consulting Firms – Consulting, accounting, engineering, and other professional service firms frequently use rollover equity to facilitate acquisitions while maintaining the support of the service partners of the acquired business.
Why Proper Structuring Matters
Rollover equity can be a powerful wealth-building tool, offering sellers the opportunity to participate in future upside—but it also carries meaningful risks. Valuation uncertainty, governance limitations, and liquidity constraints can all impact the actual value and flexibility of the rolled equity. At Linden Law Partners, we help clients navigate and negotiate rollover structures that align with their long-term financial objectives while mitigating the legal and contractual pitfalls that can quietly erode value.
In the next section, we’ll break down the core risks and considerations—including repurchase rights, liquidity restrictions, and the key factors that influence how much equity sellers typically retain or “roll” in a transaction.
Key Considerations and Risks of Rollover Equity
While rollover equity offers sellers the opportunity to participate in future upside, it also comes with certain risks and considerations. At Linden Law Partners, we help selling business owners carefully evaluate the legal and financial implications of rollover equity as part of their M&A deals.
Determining the Appropriate Amount of Rollover Equity
One of the initial decisions in structuring a rollover equity arrangement is deciding the percentage of the sale proceeds to reinvest in the deal.
- Typical Rolled Equity Amount Ranges – The proportion of rollover equity can vary significantly based on the specifics of the deal but generally falls between 5% and 40% of the seller’s total sale proceeds.
- Factors Influencing Rollover Amount –
- Buyer’s Preference: The acquirer may have a desired lever of seller involvement post-transaction, influencing the rollover amount.
- Seller’s Confidence: The seller’s belief in the company’s future prospects can affect their willingness to reinvest.
- Tax Implications: Retaining equity versus cashing out has distinct tax consequences that need careful analysis.
- Exit Strategy and Expected Returns: Understanding the acquiring investor’s long-term plans and anticipated returns is crucial in determining the rollover amount.
Repurchase Rights: Implications of Seller’s Departure
Rollover equity agreements often contain repurchase rights, outlining the course of action if a seller exits the company before a liquidity event.
- Buyback Provisions: In instances where the seller departs voluntarily or where their post-closing employment or contract services arrangement is terminated, the buyer may have the option to repurchase the seller’s equity at a predetermined valuation and on payment terms that might provide for payment over an extended period of time.
- Fair Market vs. Discounted Valuation: Certain rollover equity agreements permit buyers to repurchase equity at fair market value, while others may stipulate a discounted rate, particularly if the seller voluntarily resigns from their post-closing employment or is terminated for cause.
- Time-Based Vesting: Some rollover equity arrangements include vesting schedules, necessitating the seller’s continued involvement for a specified period to materially benefit from their rollover equity.
Potential Risks of Rollover Equity
Rollover equity can have significant long-term valuation creation benefits. However, without careful planning, sellers may find themselves holding equity that is illiquid, undervalued, or subject to restrictive rights that can erode its true value. Below are the most common (and often overlooked) risks sellers should evaluate when considering a rollover equity arrangement:
Valuation Uncertainty
- The value of rollover equity is inherently tied to the future success of the post-closing business (or private equity fund or other institution where the rollover equity resides). Unlike cash at closing, it has no guaranteed value.
- The equity may be overvalued at the time of rollover due to aggressive projections, misaligned assumptions, or inflated purchase price multiples.
- Market volatility, missed performance targets, or external economic shifts (such as interest rate hikes or industry downturns) can all reduce the ultimate value of the rollover equity.
- Some sellers mistakenly equate the rollover’s face value at closing with guaranteed future value. In reality, that value may never materialize.
Liquidity Constraints
- Rollover equity is illiquid—sellers cannot access its value until a liquidity event, which may not occur for several years, if at all.
- Unlike a publicly traded stock, there is typically no market to sell the equity, and no guaranteed timeline for monetization.
- Founders should plan accordingly: the rollover portion of the deal should be treated as a long-term, high-risk investment.
- Sellers should ensure they retain sufficient cash at closing to meet tax obligations, diversify personal investments, and support their ongoing financial needs.
Governance and Control Limitations
- Rollover investors are often minority holders with limited or no governance rights in the post-closing business.
- Key decisions—such as timing of an exit, future financings, or strategic direction—are usually controlled by the majority owner (often the private equity sponsor).
- Sellers may have limited visibility into the financial or operational performance of the business post-closing unless they negotiate for information rights, board observation rights, or other protective provisions.
- Some rollover structures permit the buyer to amend operating or shareholder agreements post-closing without the seller’s consent, potentially reducing rights or altering exit terms.
Misalignment of Interests with the Buyer
- A seller’s financial outcome may ultimately depend on how well the buyer grows and exits the business, but sellers are no longer in control of that growth.
- PE firms may pursue strategies (e.g., bolt-on acquisitions, aggressive leverage, or operational cuts) that don’t align with the seller’s vision or long-term value creation.
- If the seller is no longer active in the business, or if their consulting or employment relationship ends early, they may lose influence over key decisions—despite still having significant capital tied up in the acquired business.
Repurchase Rights and Exit Restrictions
- Many rollover equity agreements include provisions allowing the buyer to repurchase the equity if the seller ceases providing services—even when no formal employment is required.
- Without careful negotiation, sellers may face repurchase at a discount, payment via promissory note, or even substitution with less favorable securities.
- These provisions can effectively turn what should be a passive investment into a contingent, employer-controlled asset—especially dangerous if the seller has no long-term role with the business.
Timing Risk and Exit Uncertainty
- Even well-performing companies may take years to exit, and timing is fully at the discretion of the buyer or sponsor.
- If an exit happens in a down market or after operational setbacks, the seller’s rollover equity may be worth less than expected—or even wiped out.
- Some buyers recapitalize the company or restructure its debt before a formal exit, triggering liquidity events for themselves without providing the same for rolled-over equity holders. Selling founders should negotiate tag-along rights to accompany their rollover equity for this reason.
How Linden Law Partners Can Help
Navigating the complexities of rollover equity requires experienced legal guidance. At Linden Law Partners, we help business owners structure fair, balanced, and strategically sound rollover equity arrangements that safeguard against value erosion while positioning them to fully capitalize on potential upside.
Tax Implications of Rollover Equity
Rollover equity carries unique tax considerations that can significantly impact a seller’s financial outcome in an M&A transaction. Strategic tax planning is essential to minimize liabilities and preserve the full value of the retained equity. At Linden Law Partners, we guide business owners throughout Colorado (and beyond) with the complexities of rollover equity taxation to ensure informed, outcome-driven decisions
How is Rollover Equity Taxed in M&A Transactions?
Whether rollover equity is taxed at closing or deferred depends on how the deal is structured.
- Tax-Deferred Rollover Equity – In properly structured transactions, capital gains on the rollover portion can be deferred until a future liquidity event.
- Taxable Rollover Equity – If the structure does not meet IRS deferral criteria, the seller may recognize gain (and pay tax) at the time of closing.
- IRS Guidelines: Tax-Deferred vs. Taxable Rollover Equity – The IRS has established specific frameworks that govern whether rollover equity qualifies for deferral under Sections 721 or 368 of the Internal Revenue Code.
Section 721 – Partnership Transactions
- Applies when the buyer is a partnership or LLC.
- Sellers may contribute equity to the new entity without immediate gain recognition.
- Taxes are deferred until the rolled equity is ultimately sold.
Section 368 – Corporate Reorganizations
- Applies when the buyer is a corporation and the deal qualifies as a tax-free reorganization.
- If structured properly, sellers can exchange equity without triggering immediate capital gains.
- Tax is deferred until the disposition of the new shares.
When Rollover Equity Is Taxable
Tax is generally triggered when:
- The buyer structures the transaction as an asset sale.
- The seller receives a mix of cash and equity, with cash triggering current gain.
- The deal fails to meet the technical requirements of Section 721 or 368.
Capital Gains Considerations and Tax Optimization Strategies
Long-Term Capital Gains Holding Period
- Equity held for more than one year typically qualifies for favorable long-term capital gains rates.
- Sellers should evaluate holding periods when planning for liquidity and tax efficiency.
Structuring for Maximum Deferral
- Work with legal and tax advisors to structure under Section 721 or 368 can defer taxation.
- Negotiating a higher equity rollover allocation can reduce immediate taxable proceeds.
Estate and Gift Tax Planning
- Rollover equity can play a role in estate planning by enabling transfers at discounted valuations.
- Trust structures and other vehicles can help reduce future tax exposure.
How Linden Law Partners Can Help
Understanding the tax implications of rollover equity is critical to structuring a deal that truly supports a seller’s short and long-term financial goals. At Linden Law Partners, our experienced M&A attorneys work closely with tax professionals to help clients navigate complex rollover structures and optimize deal outcomes.
Guidelines for Structuring Rollover Equity in M&A Deals
A well-structured rollover equity agreement is essential to ensure that both buyers and sellers achieve their strategic and financial objectives. Without careful planning, sellers may encounter unforeseen challenges, including valuation disputes, liquidity constraints, or unfavorable buyout terms. At Linden Law Partners, we specialize in guiding business owners through the complexities of rollover equity arrangements, ensuring alignment with their immediate and long-term interests.
Legal and Financial Considerations
Before agreeing to a rollover equity arrangement, sellers should thoroughly assess several key legal and financial aspects:
- Amount of Equity Reinvested: Determine the portion of sale proceeds to be reinvested as equity versus cash received upfront.
- Equity Valuation: Understand how the rollover equity is valued and ensure it reflects fair market principles to prevent future disputes.
- Liquidity and Exit Strategy: Clarify the mechanisms and timelines for converting equity into cash in the future, including any conditions or restrictions.
- Rights and Restrictions: Ascertain the extent of voting rights, board representation, and any limitations on transferring ownership associated with the rollover equity
Conducting comprehensive due diligence on the buyer or fund where the rollover equity will reside can help identify potential red flags and ensure that the terms of the rollover equity align with the seller’s expectations and objectives
Importance of Clear Agreements and Defined Exit Strategies
A well-drafted rollover equity agreement should delineate clear terms to prevent misunderstandings and protect both parties’ interests. Key provisions to consider include:
Lock-Up Periods
- Many agreements require sellers to hold their rollover equity for a specified period before selling.
- Understanding these timelines is crucial to ensure they align with the seller’s financial goals and liquidity needs.
Repurchase Rights and Exit Mechanisms
- Buyers may have the right to repurchase a seller’s rollover equity under certain conditions, such as termination of the seller’s employment or contract services.
- Sellers should negotiate fair buyout terms to avoid being compelled to sell their equity at a discounted valuation in these cases.
- Clearly defined exit strategies, including potential future M&A events, IPOs, or secondary sales to other investors, should be outlined.
Management Rights and Influence
- Clarify the seller’s role in the post-acquisition business, including any board seats or decision-making authority.
- Establishing well-defined governance rights can help protect the seller’s financial interests and ensure their continued influence on the company’s strategic direction in certain instances.
Best Practices for Balancing Risk and Reward
To structure a fair and beneficial rollover equity arrangement, consider the following best practices:
- Negotiate Favorable Terms: Engage experienced legal and financial advisors to secure terms that protect the seller’s interests and reflect the value of their reinvestment.
- Clarify Future Liquidity Options: Ensure there is a clear understanding of when and how the seller can exit their investment, including any conditions that may affect liquidity.
- Perform Due Diligence on the Buyer: Evaluate the buyer’s financial stability, track record, and growth plans to assess the potential future value of the rollover equity.
- Consider Tax Implications: Work with tax professionals to structure the deal in a tax-efficient manner, potentially deferring capital gains taxes on the rollover portion.
Case Study 1: Leveraging Rollover Equity for Enhanced Business Sale Returns
In another scenario, a Denver, CO-based industrial product manufacturing company was approached by a private equity firm interested in acquiring the business. The owner, who had built the company over 30 years, sought to monetize their investment while ensuring continued expansion under new ownership. The deal was structured with a 10% rollover equity component.
Deal Structure and Key Terms:
- Total Purchase Price: $45 million
- Cash Consideration: $40.5 million (paid upfront)
- Rollover Equity: 10% of the purchase price ($4.5 million in equity)
- CEO and Board Seat. The selling founder continued as the CEO post-closing and secured a board which, though not controlling, provided them with a voice and input on critical board-level decisions to be made by the PE firm.
- Exit Strategy: The acquiring private equity firm planned to resell the business within five years, aiming for a much higher valuation and return on investment.
Advantages of this Rollover Equity Structure:
- Potential for Increased Future Payouts: By retaining a significant equity stake, the seller stood to benefit from the company’s future growth, potentially enhancing the value of their investment.
- Tax Deferral Benefits: The rollover equity portion was structured to defer capital gains taxes until the seller’s equity was liquidated in the future exit event.
- Continued Influence: Maintaining a board position allowed the seller to contribute to strategic decisions, aligning the company’s direction with the acquirer’s vision.
- Alignment with Private Equity Goals: The buyer’s strategy focused on scaling operations and increasing enterprise value, positioning the company for a lucrative future sale or IPO.
Outcome: Substantial Returns and Tax Efficiency Through Rollover Equity
After four years, the private equity firm successfully sold the company to a larger strategic buyer at a $200 million valuation. During this period, the company pursued strategic growth initiatives, including raising additional capital, which led to some dilution of the seller’s initial 10% equity stake. Despite this, the seller’s equity was liquidated in the subsequent sale for $14.4 million. This represents a 3.2x return on the original $4.5 million rolled over, effectively tripling the seller’s reinvested capital.
A significant advantage of this rollover equity arrangement was its tax efficiency. The seller deferred taxes on the $4.5 million reinvested portion, paying capital gains tax only on the $9.9 million profit realized during the secondary sale. This deferral allowed the seller to maximize the growth potential of the reinvested funds, aligning with strategies commonly employed in rollover equity structures to optimize financial outcomes.
Key Takeaways:
- Enhanced Financial Returns: By reinvesting a portion of the sale proceeds, the seller capitalized on the company’s growth under new ownership, resulting in a substantial return on the rolled-over equity.
- Tax Deferral Benefits: Structuring the rollover equity to defer taxes on the reinvested amount allowed the seller to allocate more capital toward growth opportunities, with taxes on the reinvested portion deferred until the subsequent sale.
- Strategic Alignment: Retaining an equity stake fostered alignment between the seller and the new owners, encouraging collaborative efforts to enhance the company’s value and ensuring mutual benefit from the eventual sale.
This real-life case underscores the importance of carefully structuring rollover equity agreements to balance immediate liquidity needs with future growth potential and tax considerations. Engaging experienced legal and financial advisors is crucial to navigate the complexities of such arrangements and to optimize outcomes for all parties involved.
Case Study 2: The Importance of Diligently Evaluating Rollover Equity Terms
To illustrate the potential pitfalls of rollover equity agreements that are not appropriately decoupled from a founder’s continuing employment or services arrangement with the buyer, consider the following real-world example:
Background: As part of a $50 million acquisition for a Denver, CO-based company, the selling founder agreed to roll $7 million into the acquiring private equity (PE) fund. The founder was not slated for any ongoing employment or leadership role post-sale, aside from a brief 3-month at-will consulting arrangement, with the mutual understanding that they would retire thereafter. The PE fund had an established platform, portfolio company, and a full management team in place.
Issue: Upon close review of the operating agreement governing the rollover equity, a few concerning provisions were identified:
- If the selling founder’s “services” ceased for ‘any’ reason post-closing, the PE firm had the right to repurchase the rollover equity at a discount.
- The firm could opt to exchange the equity for other assets.
- The buyback could be executed using an unsecured promissory note, all at the PE firm’s discretion.
These clauses effectively linked the founder’s substantial financial reinvestment to their short-term consulting role, despite the initial understanding of a clean break. The PE firm and its legal counsel initially defended these terms as “standard.” It was only when the founder was prepared to walk away from the deal that the firm conceded and removed these controversial provisions.
Outcome: The selling founder’s consulting arrangement concluded just one month after closing. Had the original terms remained unchallenged, the founder’s $7 million rollover could have been jeopardized.
How Linden Law Partners Can Assist
At Linden Law Partners, we specialize in structuring rollover equity agreements that aim to maximize financial returns while minimizing legal risks for business owners. Our experienced M&A attorneys consider all key aspect of rollover equity arrangements—including valuation, governance rights, tax implications, and subsequent exit strategies—to ensure alignment with our selling clients’ best interests. By tailoring each agreement to the unique dynamics of the transaction, we help clients capitalize on opportunities for future growth and liquidity events.
If you’re considering incorporating rollover equity into your business sale, contact Linden Law Partners today for specialized legal guidance. Our team is committed to navigating you through the complexities of the process, safeguarding your interests, and optimizing your financial outcomes.
Conclusion: Turning Rollover Equity into Long-Term Opportunity
Rollover equity can be a powerful tool in mergers and acquisitions, offering sellers a seat at the table for future growth, potential upside in a second liquidity event, and alignment with investors seeking long-term value creation. It provides flexibility in deal structuring, tax deferral opportunities, and a way for sellers to share in the success of the business post-sale.
But make no mistake, a return on rollover equity is never a sure thing. It’s a reinvestment of real capital into a new ownership structure with new risks. Poorly structured rollover terms can expose sellers to unfavorable repurchase rights, valuation disputes, limited liquidity, or complete loss of influence.
As this article illustrated, the details matter when it comes to properly structuring rollover equity for selling business owners.
Key Takeaways:
- Rollover equity allows sellers to remain financially invested post-transaction, creating the potential for a second, often more lucrative, exit.
- Tax treatment—whether deferred or immediately taxable—can significantly impact a seller’s net outcome.
- Well-drafted rollover equity agreements with clear governance, transfer, and exit terms are critical to protecting seller interests.
- A properly structured rollover requires negotiation of economic rights, repurchase provisions, management rights, and future exit terms—not just legal boilerplate.
Partner with Linden Law Partners for Professional M&A Guidance
At Linden Law Partners, our Denver-based M&A attorneys specialize in structuring and negotiating rollover equity agreements that align with our clients’ financial and strategic goals. Whether you’re selling a business or considering an equity stake in an acquisition, our legal team ensures that your interests are protected and optimized for long-term success.
Contact us today to discuss your M&A transaction and learn how we can help you maximize value through rollover equity.
Linden Law Partners
Email: info@lindenlawpartners.com
Call: (303) 731-0007
Visit our website: lindenlawpartners.com
