Good Leaver/Bad Leaver Provisions

Analysis

In private equity transactions, an institutional investor will generally seek to acquire a stake in a target and retain the management team to continue to run the business. In the event that an owner manager subsequently resigns from the target, an institutional investor will often want to have the right to a call option over that owner manager's shares, in favour of either the company or the institutional investor itself. This call option will need to be included in the shareholders' agreement and also the articles of the target to be enforceable with respect to the target itself. It would generally be exercisable upon the termination of the owner manager's employment.

If a call option is exercised by the company or the institutional investor, the circumstances of the departure of the owner manager would usually dictate the price to be paid for his shares and the method by which this is paid.