assignment of equity agreement

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Drafting Equity Agreements

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Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom. Also note: This is not legal advice.

Introduction

From entrepreneurs to venture capitalists, the importance of equity agreements in any business venture cannot be overstated. These legally binding documents provide clarity and structure to a relationship between two or more parties, protecting their interests accordingly. A well-drafted equity agreement that covers all aspects of the partnership can give investors peace of mind that their money is invested safely in a company, while ensuring that the expected returns are outlined and legal obligations are clearly defined. It can also protect the interests of all parties involved by outlining each party’s rights and responsibilities; providing guidance on how the company should be managed; and delineating procedures for dispute resolution.

Creating an effective equity agreement requires time and expertise - which is why so many people turn to Genie AI for help. Our open source legal template library provides millions of datapoints to teach our AI what a market-standard agreement looks like, allowing anyone to draft and customize high quality legal documents without paying a lawyer or having any prior knowledge on legal templates. With step-by-step guidance available below, you can access our library today - free of charge - to ensure your business venture runs as smoothly as possible with every party’s best interests taken into account. Read on for more information on how you can get started today!

Definitions (feel free to skip)

Shareholders: People who own part of a company, either through purchasing shares of the company or being given shares as part of a compensation package.

Common stock: A type of ownership in a company that grants the shareholder voting rights and the ability to receive dividends.

Preferred stock: A type of stock that grants the shareholder voting rights, the ability to receive dividends, and higher priority in the event of the company’s dissolution.

Restricted stock: A type of equity that is subject to certain restrictions and conditions, such as a vesting period, and is usually not transferable until all conditions have been met.

Capital structure: The ratio of debt to equity that affects the company’s creditworthiness and tax liability.

Vesting schedule: A way of ensuring that founders remain with the company for a set period of time in order to receive their full equity award.

Corporate and securities laws: Laws in place to protect both the company and the investors, which vary depending on the jurisdiction in which the company is registered.

Articles of incorporation: A document outlining the company’s purpose and how it will be managed.

Shareholders’ agreement: A document outlining the rights and responsibilities of the shareholders.

Understanding the basics of equity agreements

Common stock, preferred stock, restricted stock, determining the company’s capital structure and issuing equity to the founders and investors, developing a comprehensive understanding of the corporate and securities laws applicable to the equity agreement, setting up a vesting schedule for founders, if applicable, identifying potential investors and negotiating the terms of their investment, gathering the necessary documents, such as the company’s articles of incorporation and the shareholders’ agreement, drafting the equity agreement, including the specifics of the company’s capital structure, the number of shares to be offered, the rights of the shareholders, and other details, reviewing the equity agreement with legal and financial advisors, to ensure that all parties involved in the equity agreement fully understand its terms and consequences, executing the equity agreement, including obtaining the necessary signatures and filing the documents with the relevant government entities, following up with investors to ensure that all paperwork has been completed and filed correctly, get started.

• Understand the different types of equity and what they mean for both you and the company
• Learn about the different types of equity agreements that can be drafted
• Familiarize yourself with the legal and financial aspects of equity agreements
• Research and analyze existing equity agreements to see what works best in various scenarios
• Become familiar with any laws or regulations related to equity agreements
• Talk to a legal or financial expert to ensure you understand all the aspects of equity agreements

When you can check this step off your list:

• You are familiar with the different types of equity and types of equity agreements
• You understand the legal and financial aspects of equity agreements
• You have done research and analysis of existing equity agreements
• You understand any laws or regulations related to equity agreements
• You have consulted a legal or financial expert to ensure you understand all aspects of equity agreements
• Draft the terms and conditions of common stock to be issued
• Include the class of common stock, the number of authorized shares, and the par value of each share
• Specify any restrictions on the transfer of common stock
• Outline any voting rights associated with common stock
• When you have finalized the common stock section of the agreement, you can move on to the next step of the guide which is drafting the terms and conditions of preferred stock.
• Understand the different types of preferred stock and the rights that come with them
• Consider how the company can issue different classes of preferred stock
• Decide on the number of shares of each type of preferred stock to issue
• Allocate the number of shares to each holder of preferred stock
• Draft the terms of the preferred stock in the equity agreement
• Verify the equity agreement to ensure that it is legally valid and complies with state and federal securities laws
• Once all the above steps are completed, the preferred stock section of the equity agreement can be considered finished and you can move on to the next step.
• Gather information regarding the company’s capital structure and determine how many restricted shares the founders, investors, and other key individuals will receive.
• Consider any vesting or performance-based conditions that must be met before the restricted stock can be issued.
• Draft the restricted stock agreement and ensure it is signed by all parties involved.
• Obtain the necessary signatures and approvals as required by law.

Once the restricted stock agreement is drafted, signed, and approved, this step can be checked off the list and the next step can begin.

• Establish the class of securities and the terms of the securities (e.g. who can receive them, how long they can be held, voting rights, etc.)
• Choose the type of corporate entity for the company
• Determine the number of authorized shares
• Establish the company’s capital structure (e.g. how much of the company will be owned by the founders, how much by other investors, etc.)
• Decide the type of equity or debt to be issued and to whom
• Issue equity or debt to the founders, investors, or other parties as needed
• Draft and execute the equity agreement

Once you have determined the company’s capital structure and issued equity to the founders and investors, you can move on to the next step in the process.

• Research the relevant corporate and securities laws in the jurisdiction where the company is incorporated
• Consult with a lawyer who is knowledgeable in corporate and securities law
• Make sure to understand the different types of equity, such as common and preferred stock
• Research the different types of equity and corporate structures that are available
• Understand the different legal implications associated with each type of equity
• Make sure to understand the different tax implications associated with each type of equity
• Once you have a good understanding of the different types of equity and the legal and tax implications associated with each, you can move on to the next step.
• Research the various vesting schedules that are available and decide which one works best for the founders and the company
• Make sure to consider various factors such as the length of the vesting period, the speed of vesting, and any applicable cliff periods
• Have the founders sign off on the vesting schedule and include it in the equity agreement
• Once all of the necessary paperwork is completed, the vesting schedule setup is complete and ready to go
• You will know you have finished this step when the vesting schedule has been agreed upon and included in the equity agreement
• Research potential investors and financial institutions to identify those that may be a good fit and willing to invest in the company
• Reach out to the potential investors and financial institutions to discuss the company and the investment opportunity
• Negotiate the terms of the potential investors’ or financial institution’s investment, such as the amount, type, and duration of the investment
• Make sure to include any contingencies or requirements that potential investors or financial institutions may have
• Finalize the terms of the investment and have all relevant parties sign off on the agreement
• Once all parties have agreed to the terms of the investment, you can check this off your list and move on to the next step of gathering the necessary documents.
• Obtain a copy of the company’s articles of incorporation from the relevant government agency.
• Gather the shareholders’ agreement.
• Review the documents and ensure they are up-to-date.
• Make any necessary changes to the documents, such as updating the company’s name, address, or other details.

When you can check this off your list: You will know when you can check this off your list when you have obtained a copy of the company’s articles of incorporation, gathered the shareholders’ agreement, and reviewed and made any necessary changes to the documents.

• Identify the company’s capital structure and determine the total number of shares that can be issued. • Define the rights of the shareholders, such as voting rights, rights to dividends, and other specifics. • Draft the equity agreement, detailing the company’s capital structure, the number of shares to be offered, the rights of the shareholders, and other details. • Consult legal and financial advisors to ensure that the equity agreement is in line with all applicable laws and regulations. • When the equity agreement is finalized, it should be signed by all parties involved. • Once the equity agreement is signed, you can check this step off your list and move on to the next step.

• Meet with legal and financial advisors to review the equity agreement
• Ask questions to ensure understanding of the equity agreement and its consequences
• Get clarifications on any unclear terms or conditions
• Ensure that all parties involved in the equity agreement fully understand its terms and consequences
• When all parties understand the agreement, you can check off this step and move on to executing the equity agreement.
• Obtain all the necessary signatures from all parties involved in the equity agreement
• File the documents with the relevant government entities
• Make sure that all required forms and documents are completed accurately and in compliance with applicable laws and regulations
• Monitor the progress of the filing and make sure that all paperwork is filed in a timely manner
• Once all the paperwork is filed and the relevant government entities have accepted the documents, you can check this step off your list and move on to the next step.
• Contact investors to verify that all paperwork has been completed and filed correctly.
• Get written confirmation from investors that the paperwork is correct and has been filed.
• Follow up with the relevant government entity to ensure that all documents have been received.
• You’ll know that this step is complete when you have received written confirmation from the investors and the government entity that the paperwork is correct and has been filed.

Q: Is there a difference between drafting an equity agreement in the UK and US?

Asked by William on April 2nd, 2022. A: Yes, there are some differences when it comes to drafting an equity agreement between the UK and US. Generally speaking, US agreements tend to be more detailed and specific, while UK agreements tend to be more general in nature. For example, US agreements generally include provisions related to vesting periods, voting rights, and board composition, while UK agreements may not include such details. It’s important to understand the applicable laws in both jurisdictions before drafting any equity agreement.

Q: How does drafting an equity agreement for a SaaS business differ from a B2B business?

Asked by Emma on June 21st, 2022. A: The differences in drafting an equity agreement for a SaaS business compared to a B2B business depend on the specifics of each type of business. Generally speaking, SaaS businesses tend to have different revenue streams than B2B businesses and may require different types of provisions or clauses in their equity agreements. For example, SaaS businesses may require different compensation structures for their employees than B2B businesses do. Additionally, SaaS businesses may also require different types of shareholder rights than B2B businesses do.

Q: What are the implications of drafting an equity agreement with regards to EU law?

Asked by Michael on August 15th, 2022. A: When drafting an equity agreement with regards to EU law, it’s important to understand the implications of such an agreement on the applicable laws in each EU jurisdiction. Depending on the specifics of the agreement and the country in which it will be executed, there may be certain regulations that need to be taken into account when drafting an equity agreement. Additionally, it’s important to understand how EU law might affect the rights and obligations of shareholders and other stakeholders within the agreement.

Q: What are some common mistakes to avoid when drafting an equity agreement?

Asked by Olivia on December 9th, 2022. A: When drafting an equity agreement, it’s important to take into consideration all of the relevant legal regulations for each jurisdiction in which the agreement will be executed. Additionally, it’s important to ensure that all parties involved have a clear understanding of their rights and obligations under the agreement. Common mistakes that should be avoided when drafting an equity agreement include not providing sufficient detail on voting rights and other shareholder rights; not clearly defining vesting periods; not providing sufficient detail on board composition and decision-making processes; and not accounting for potential changes in laws or regulations that might affect the terms of the agreement.

Q: What are some factors to consider when deciding whether or not an entity needs an equity agreement?

Asked by Noah on May 4th, 2022. A: When deciding whether or not an entity needs an equity agreement, there are several factors that should be taken into consideration. These include understanding if there is any need for shareholders or other stakeholders to receive compensation (e.g., through dividends); understanding if any parties involved have conflicting interests that need to be addressed through a written document; understanding if there is potential for business growth or expansion; understanding if there is potential for any disputes between parties; and understanding if there is potential for any changes in laws or regulations that could affect the terms of the agreement. Once these factors are taken into consideration, then entities can make an informed decision as to whether they need an equity agreement or not.

Example dispute

Suing a company over equity agreement issues.

• Plaintiff must prove that the company violated the terms of the equity agreement, either by failing to perform its contractual obligations, or by taking actions which conflict with the equity agreement.
• Plaintiff will need to provide evidence of the breach of contract, such as documents or witness testimony.
• Plaintiff must also provide evidence of damages caused by the breach of contract, such as lost profits or other economic losses.
• Plaintiff may be able to recover damages for breach of contract, such as lost profits or other economic losses.
• The court may also award punitive damages if the breach of contract was especially egregious.
• Plaintiff may also be able to seek an injunction to prevent the company from violating the equity agreement in the future.
• Settlement may be reached through negotiation between the parties, or through mediation or arbitration.

Templates available (free to use)

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Equity agreement template

Use this free equity agreement template when dealing with new investors.

What are equity agreements? How do they work? And what should you include in a simple equity agreement template? Read on to find out.

What is an equity agreement?

An equity agreement, often referred to as a shareholder agreement or a shared equity agreement, is a legal contract that defines the relationship between a company and its shareholders.

It specifies the rights, duties, and protections of shareholders, as well as the operational procedures of the company.

This document sets obligations and expectations for all parties, promoting a harmonious and productive relationship.

This simple equity agreement template is a strong starting point for those looking to create their own equity agreement, such as a startup equity agreement.

What is the purpose of an equity agreement?

The main purpose of an equity agreement is to provide a clear framework for the company's operations and the involvement of shareholders.

This agreement is designed to minimize potential disputes and maintain a smooth relationship between all parties involved.

It also provides a roadmap for the company's growth and development, ensuring that all shareholders are aligned with the company's strategic direction.

Who manages equity agreements?

Typically, the company's legal team or board of directors are responsible for managing equity agreements.

However, all shareholders should have a clear understanding of the agreement and its implications.

Once signed and executed, the parties then need to keep copies of the agreement and to revisit it regularly to remain compliant with the terms set out.

How are equity agreements usually managed?

The management of equity agreements involves several stages and various stakeholders within the organization. Below offers a general overview of how equity agreements are usually managed:

1. Drafting

‍ The first step in managing equity agreements is drafting the document – this is usually done by the company's legal team or an external legal counsel.

2. Review and approval

‍ Once the draft is complete, it is reviewed by key stakeholders within the company. This could include the board of directors, senior management and the finance team.

They will ensure that the agreement aligns with the company's strategic goals and complies with all legal and financial regulations.

3. Negotiation

‍ After internal approval, the equity agreement is presented to potential shareholders. There may be a period of negotiation where terms are discussed and potentially revised.

‍ Once all parties agree to the terms, the equity agreement is signed and becomes a legally binding document. This can be done traditionally with pen and paper, or digitally using eSigning technology .

5. Implementation and monitoring

‍ The terms then need to be implemented after the agreement is signed. This involves issuing shares, setting up dividend payments, and establishing any necessary operational procedures.

The agreement should also be regularly monitored to make sure all parties are sticking to their responsibilities and to manage any potential disputes .

6. Amendment and termination

‍ Over time, the equity agreement may need to be amended to reflect changes in the company's structure, strategy, or shareholder base.

This involves a similar process to the initial drafting and approval . If necessary, the agreement can also be terminated according to the conditions outlined in the termination clause .

7. Record keeping

‍ All versions of the equity agreement, along with any amendments or related documents, should be securely stored and easily accessible for future reference. This is important for transparency, accountability, and in case of any legal disputes.

This process can be time-consuming and complex, especially for larger organizations with multiple shareholders. That's why many companies are now turning to contract management software and automated templates to streamline the management of equity agreements.

How can using a simple equity agreement template help?

Fortunately, having an equity agreement template stored and ready to be customized eliminates the need for legal support every time a new shareholder comes on board.

It also means that most terms within the equity agreement are standardized, which minimizes the opportunity to make costly mistakes.

Having a template to hand vary means you have a strong starting point for some basic types of equity agreements, including shared equity agreements and home equity agreements.

Can equity agreements be automated?

The good news is that equity agreements can also be automated in Juro's all-in-one contract management platform.

Juro's AI-enabled flexible and collaborative solution can make handling equity agreements faster and more efficient. Juro streamlines this process by:

• Ready-to-use contract templates: The software lets legal teams make flexible equity agreement templates that can be amended within Juro by the template owner. ‍
• Conditional logic: Instead of making different templates for each shareholder, legal teams can embed certain rules and conditions into an equity agreement template, enabling it to be customized quickly and efficiently. ‍
• Mass generation: The software can make, fill out and send multiple equity agreements for signing simultaneously – great for businesses with lots of shareholders. ‍
• Electronic signing: Shareholders can sign equity agreements quickly and easily thanks to Juro's native, mobile-responsive eSignature feature. ‍
• In-platform commenting: Equity agreements can be negotiated in real time using Juro's browser-based redlining and suggestions. This means that parties can discuss and agree the terms of the equity agreement much faster - and with less fuss!

Automate equity agreements with Juro

If you're looking for an easier way to create, discuss, sign, and share equity agreements (or any other routine contracts), it's worth considering Juro. Juro makes the whole contract process smoother, letting businesses automate up to 75% of regular contract tasks, and get contracts agreed up to 10x faster.

If your business wants a smarter and easier way to handle your equity agreements, click the button below to learn more.

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M&A Transaction Structures: The Difference Between an Asset Sale and a Stock Sale

By: Jack R. Magee and Robert E. Futrell, Jr.

In any M&A transaction, one of the first questions for the parties to the transaction is how the deal should be structured. Whether to provide for the buyer to acquire the assets or the stock (or other equity interests) of the target company will impact virtually every aspect of the deal. At times, the choice for the optimal structure is apparent and quickly agreed; other times, parties can spend significant time and resources working to agree on this threshold determination. When the time comes to draft the definitive purchase agreement, there will be significant differences in the agreement depending on the type of transaction structure agreed upon by the buyer and the seller.

This article does not address the tax considerations involved in pursuing an asset deal versus a stock deal; however, the choice of structure often is driven by tax implications that are complex and deal specific. Involving tax counsel and accounting advisors early in an M&A process, ideally before negotiating a letter of intent or other acquisition proposal, can save time and money in the long run.

An asset sale transaction involves the sale of some or all of the assets used in a business from a selling company to a buyer. The purchased assets often encompass all or substantially all of the assets of the company; other times, the transferred assets include only those used in a specific division or certain selected assets of the company. In an asset deal, typically the buyer will assume only certain specified liabilities of the business from the selling company.

A benefit of an asset sale is that it allows the parties significant flexibility as to what assets and liabilities are included in the transaction. In particular, for a buyer this provides an opportunity to reduce its risk of assuming unknown liabilities of the acquired business. Additionally, an asset sale allows a buyer to avoid spending money on unwanted assets. For a seller, an asset sale is often not preferred over a stock sale, but in some instances it is ideal for allowing a seller to dispose of just a portion of its holdings. Asset sales often are used in connection with the sale of a distressed business, the sale of a business division, or in transactions where there are significant concerns regarding known and unknown liabilities of the business.

A stock or equity sale transaction involves the sale of the equity interests in a target company from the equity holders to a buyer. In a stock deal, instead of choosing specific assets and liabilities to acquire, the buyer purchases an ownership stake in the entire business. In effect, the buyer acquires the entity instead of acquiring the business from the entity.

A stock sale is often favored by the owners of a selling company because, in general, all of the known and unknown liabilities of the business are transferred to the buyer, and therefore the sellers avoid ongoing exposure to such liabilities (other than as expressly agreed with the buyer). Buyers often resist a stock sale transaction unless the company to be acquired has a clean operating history or there are significant practical difficulties in completing an asset sale, such as restrictions on the transfer of certain assets from the selling company to the buyer or burdensome third party consents needed to transfer the assets.

Though this article has used the term “stock sale” to describe the primary alternative to an asset sale, it should be noted that another common M&A transaction structure, a merger, provides another alternative. A merger is, in many ways, similar to a stock deal in that the buyer acquires the entire entity operating the business, including all of the assets and liabilities of the business. However, if the company has a significant number of stockholders, the stockholders are not easily accessible or there is a risk that all of the stockholders will not support the transaction, then a merger may be preferable to a stock sale. This is due to the fact that a stock sale requires each and every stockholder to agree to sell such holder’s equity, while a merger usually requires approval of less than all of the stockholders. There are other considerations, including tax considerations, to attend to in opting for a merger instead of a stock sale and any party to a potential M&A transaction should discuss these with its legal and tax advisors.

Drafting Considerations

Depending on whether an acquisition is structured as an asset sale or a stock sale (or merger), there will be significant differences in the transaction documents. A substantial portion of an asset purchase agreement is used to identify the assets to be acquired and the liabilities to be assumed by the buyer. Typically, the buyer will want the asset purchase agreement to provide that the buyer disclaims any obligations other than those liabilities that are expressly assumed. If the provisions describing the acquired assets and assumed liabilities are carefully written, then the representations and warranties from the seller can be limited to focus on items that have or might impact such assets and liabilities. In addition to an asset purchase agreement, other ancillary agreements will be required to transfer the assets from the seller to the buyer. These might include a bill of sale, assignment and assumption agreements, intellectual property assignments and corporate name change filings, as well as agreements providing for the hiring of the employees of the business by the buyer.

In a stock sale, the purchase agreement will not describe specific assets and liabilities of the business to be acquired since the entire spectrum of assets and liabilities of the business will transfer to the buyer along with the entity that is purchased. As such, typically the representations and warranties in a stock purchase agreement from the seller to the buyer will be more comprehensive and broader in scope, covering all aspects of the acquired business and the historical operations of the entity. While additional ancillary agreements are required in a stock sale, often fewer are needed than in an asset sale and, typically, the number of third party consents needed to complete the deal is much lower.

Deciding on the best deal structure for an M&A transaction requires evaluation of a number of factors, some of which are complex or deal specific. The determination of the optimal structure should be made as early as possible, since the decision will impact virtually all of the transaction documents. If you are considering a significant M&A transaction, whether as the potential buyer or seller, you should consult with your legal counsel and tax and accounting advisors early in the process to avoid potential delays and unnecessary expense.

* * * * * * *

Jack Magee and Rob Futrell are attorneys in the M&A practice group of Wyrick Robbins Yates & Ponton LLP, which represents clients across a broad range of industries in connection with their significant corporate transactions. The group publishes Practice Briefs periodically as a service to clients and friends. The purpose of this Practice Brief is to provide general information, and it is not intended to provide, and should not be relied upon as, legal advice.

Equitable Assignment

Practical law canada glossary 7-621-0060  (approx. 2 pages).

• Canada (Common Law)

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Legal Templates

Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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• Practical Law

Equitable assignment

Practical law uk glossary 2-107-6540  (approx. 3 pages).

• The assignor can inform the assignee that he transfers a right or rights to him.
• The assignor can instruct the other party or parties to the agreement to discharge their obligation to the assignee instead of the assignor.
• General Contract and Boilerplate
• Breach of Lease Covenants
• Security and Quasi Security

Consulting for Equity Agreement: Everything You Need to Know

Consulting for equity agreement is a popular avenue taken by companies in their early stages. 3 min read updated on January 01, 2024

Updated June 28, 2020:

Consulting for equity agreement is a popular avenue taken by companies in their early stages. It allows them to minimize the cash they have to outlay when there isn't a lot of cash to go around.

When Facebook went public in 2012, over 1,000 of its employees became millionaires. Those employees had accepted equity as their form of compensation, in lieu of cash. In this example and many others, an equity compensation agreement may allow its recipients to flourish if the company goes on to become majorly successful.

Equity Compensation Agreements

An equity compensation agreement will require a written document to explain the program's operation in detail. When companies decide to pay an employee or a consultant with equity, they usually use both cash and equity. An agreement offering 100 percent equity is uncommon because there's the risk the provider won't receive adequate compensation.

Calculating the Delta

One of the ways to estimate how much equity to offer an employee is to figure out the value the employee will offer the company. This is known as calculating the delta.

Let's say it's determined that an employee will increase a company's value by 15 percent. In that case, the delta will be 115 percent minus 100 percent. You'll want to take that number and divide it by 115 percent, bringing us to a total of 13 percent.

If that employee is going to receive an annual salary of $100,000, you'll want to calculate the employee's expense as 150 percent of the salary, including the margin and the overhead. Now, $100,000 really equals $150,000.

Finally, let's say the company has an estimated worth of $4 million. This makes $150,000 3.75 percent of the $4 million. The difference between 13 percent and 3.75 percent is 9.25 percent. There you have your equity offer.

Performance Standards

In an equity agreement, it's important to be clear in your definition of the work the recipient will be expected to perform, as well as the performance standards that must be met in order for the equity to be received.

Equity payments should line up with the employee's performance standards. The agreement should also specify when equity payments will be made, as well as the consequences for not fully meeting the performance standards. That is why the performance standards must be specific, attainable, and measurable.

Forms of Equity

Equity compensation can come in many forms. Three of the most popular forms are:

• Stock options

In the agreement, it should clearly state which type of equity will be provided, as well as the methods for valuing the equity.

If you're considering stock grants, the agreement will need to identify voting rights, as well as the class of the stock. It should also state whether any of the grants will vest with time. Additional performance standards that could have an impact on vesting will also need to be outlined.

If you're considering stock options, the written agreement will need to outline the strike price, exercise rules, and waiting period. Any rules concerning the ability to transfer the stock should also be included, as well as any information pertaining to tax withholding.

Benefits and Risks of Consulting for Equity

Taking equity is a complicated matter. It's wise to hire a seasoned lawyer and a sensible accountant. First, ask your lawyer if you're able to take equity. Also, know that some states impose securities regulation exemptions. However, most states also have exemptions for companies offering less than 25 people an equity agreement.

One of the misconceptions pertaining to equity agreements is that there's no cost when taking equity. This is untrue because when someone is issued shares in a company, they'll have to declare its value and pay taxes on it. When a company is in its early stages, the value should be nominal. However, once the company starts generating revenue, the value could be more than anticipated.

Also, both parties are going to incur additional fees as they relate to legal and accounting. If your equity begins to vest over time, ask your accountant about filing an 83(b) . When someone files an 83(b) within 30 days of receiving equity, it allows them to pay taxes on the upfront amount, rather than its vested amount.

If you need help with consulting for equity agreement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

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• What Is Equity Shares Definition?
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• Equity Grant
• Equity Interest: Everything You Need To Know
• Equity Split: How to Distribute Founder/Employee Stock
• How Do Shares Work in a Startup
• Common Equity
• Preferred Equity
• Equity Law Explained - Free Legal Resource on UpCounsel
• Contract Equity

• CMS Finalizes CY 2025 Medicare Advantage Rule, Confirming Continued Focus on Marketing Practices and Health Equity

On April 4, the Centers for Medicare & Medicaid Services (CMS) issued the Contract Year (CY) 2025 Medicare Advantage (MA)  Final Rule (Final Rule), which will have significant implications for MA plans and other industry stakeholders. The Final Rule demonstrates CMS’s continued scrutiny of marketing practices in the MA space and its focus on beneficiary protections and health equity. The new regulations are applicable beginning with CY 2025, with a few exceptions.

Restrictions on Agent & Broker Compensation

In an attempt to deter what it views as “anti-competitive” behavior and “high pressure tactics” in MA plan marketing, CMS finalized several changes focused on payments made by MA plans to agents, brokers, and Third-Party Marketing Organizations (TPMOs). Specifically, the Final Rule will:

• Prohibit contract terms between MA plans and agents, brokers, or TPMOs that could have a “direct or indirect effect of creating an incentive that would reasonably be expected to inhibit an agent or broker’s ability to objectively assess and recommend” which plan best meets a beneficiary’s healthcare needs. Examples of prohibited terms include those that make reimbursement rates or contract renewal contingent on meeting higher enrollment rates or quotas, or that provide for bonuses that are otherwise understood to be based on enrollment volume.
• Set a single agent and broker compensation rate for all MA plans while revising the scope of what is considered “compensation” to include all payments to an agent or broker relating to the initial enrollment, renewal, or services related to enrollment in an MA plan product.
• Eliminate the existing regulatory framework that allows for separate payments to agents and brokers for administrative services (including, for example, payments for agent- or broker-conducted health risk assessments characterized as an administrative service).

In addition, although CMS initially proposed to increase the national agent and broker compensation amount for new MA enrollments by $31, CMS instead finalized a $100 increase to the fair market value (FMV) compensation rate. This increase was made in response to comments that CMS’s proposal insufficiently accounted for increased costs (primarily call recording, training, and testing) and is meant to compensate for the fact that separate administrative payments may no longer be made to agents and brokers beginning in CY 2025.

These provisions will also apply to the sale of Medicare Prescription Drug Benefit Program (PDP) plans.

Restricted Distribution of Personal Beneficiary Information by Third-Party Marketing Organizations

In response to comments received on its proposal to completely prohibit TPMOs from distributing personal beneficiary data to other TPMOs, the Final Rule will instead allow TPMOs to share such data with other TPMOs for marketing or enrollment purposes if they obtain prior express written consent from the beneficiary. The Final Rule provides that “personal beneficiary data” includes contact information (e.g., name, address, and phone number) and any other information given by the beneficiary for the purpose of finding an MA or PDP plan, including health information, age, gender, or disability.

The Final Rule requires that separate written consent be obtained from the beneficiary for each downstream TPMO that receives the beneficiary’s data through a “clear and conspicuous” disclosure. CMS explained that consent may be obtained, for example, through a website interface, email, or text message. CMS clarified, however, that as an exception to this requirement, a TPMO transferring a live phone call from a beneficiary to another TPMO who can provide real-time assistance (such as an agent or broker) would not require prior express written consent so long as the beneficiary verbally agreed to be transferred during the call.

Annual Health Equity Analysis of Utilization Management Policies and Procedures

CMS finalized its proposal to add new health equity requirements to the composition and tasks of utilization management (UM) committees, requiring UM committees to:

• Have at least one member with expertise in health equity based on educational degrees, credentials, or experience by January 1, 2025.
• Conduct an annual health equity analysis at the plan level of the impact of prior authorization on enrollees with specified social risk factors, including receipt of the Part D low-income subsidy, being dually eligible for Medicare and Medicaid, or having a disability. CMS clarified that the data used for the health equity analysis and reporting excludes data on drugs.
• Post the annual health equity analysis prominently and in an easily accessible manner on the plan’s publicly available website by July 1, 2025, and annually thereafter, and clearly identify the analysis in the website footer. The analysis must be easily accessible to the general public (e.g., free of charge; without requiring an account, password or the submission of personal identifying information; in a machine-readable format that is digitally searchable and downloadable from the website footer link). CMS expects making this information more easily accessible to automated searches and data pulls will assist third parties and researchers in analyzing the data across MA plans and informing the public. Acknowledging the challenges in ensuring the information is comprehensible to the public, CMS will issue operational guidance for the format of the report.

Expansion of Network Adequacy Requirements for Behavioral Healthcare Providers

The Final Rule adds a new facility-specialty type, “Outpatient Behavioral Health” (OBH), to the list of facility-specialty types evaluated as part of an MA plan’s network adequacy review beginning on January 1, 2025. An OBH may include any of the following:

• Marriage and family therapists.
• Mental health counselors.
• Opioid treatment programs.
• Community mental health centers.
• Physician assistants (PAs), nurse practitioners (NPs), and clinical nurse specialists (CNSs).
• Addiction medicine physicians.
• Outpatient mental health and substance use treatment facilities.

In response to commenters’ perceived concerns regarding “ghost networks” of providers who do not “regularly” furnish behavioral health services, CMS clarified that to be considered an OBH facility, PAs, NPs, and CNSs must have furnished certain psychotherapy or medication prescription services (identified in MA regulations) to at least 20 patients within a 12-month period. MA plans will be required, on an annual basis, to independently verify these providers meet this standard using “reliable information” such as claims data or electronic health records. Alternatively, if there is insufficient evidence of past practice (e.g., where the provider is new to independent practice), MA plans must have a “reasonable and supportable” basis for concluding the standard will be met in the next 12 months.

CMS also noted that MA plans are prohibited from submitting a single provider for purposes of meeting more than one provider network requirement (e.g., psychiatry and OBH facility). However, plans may submit providers that hold multiple credentials for purposes of network adequacy evaluation under each applicable category.

The Final Rule includes base time and distance requirements for the OBH facility-specialty type, ranging from 20 minutes/10 miles for large metro areas to 110 minutes/100 miles for counties with extreme access considerations. Beginning on January 1, 2025, MA plans will be able to receive a 10-percentage point credit toward the percentage of beneficiaries that reside within such time and distance standards if the plan includes one or more telehealth providers of that specialty type that provide additional telehealth benefits in its network.

Other Proposals

CMS also finalized other proposed changes relevant to MA and PDP plans, including, but not limited to:

Increasing the Percentage of Dual Eligibles Who Receive Medicare and Medicaid Services from the Same Organization

Beginning on January 1, 2025, the current quarterly special enrollment period (SEP) will be replaced with a monthly SEP for dually eligible individuals and a new monthly “integrated care SEP” will be available to facilitate “aligned enrollment” for full-benefit dually eligible individuals; beginning on January 1, 2027, enrollment in certain Dual Eligible Special Needs Plans (D-SNPs) will be limited to individuals who are also enrolled in an affiliated Medicaid managed care organization (MCO); and beginning on January 1, 2030, the number of D-SNPs an MA organization (MAO), its parent organization, or an entity that shares a parent organization with the MAO can offer in the same service area as an affiliated Medicaid MCO will be limited.

Standardize the MA Risk Adjustment Data Validation (RADV) Appeal Process

Beginning on January 1, 2025, CMS will require MAOs to exhaust all levels of appeal (reconsideration, hearing, and CMS Administrator review) for RADV medical record review determinations before the payment error calculation appeals process begins.

Mid-Year Enrollee Notification of Available Supplemental Benefits

CMS finalized its proposed requirement that MA plans deliver mid-year notice of supplemental benefits (excluding cost-sharing reductions) that are unused by June 30 of a given year, to beneficiaries beginning in January 2026.

SSBCI Program Changes

CMS finalized its proposed changes to the Special Supplemental Benefits for the Chronically Ill (SSBCI) program that will require MA plans to, among other things, demonstrate, through “relevant acceptable evidence,” that an item or service offered as an SSBCI has a reasonable expectation of improving or maintaining the health or overall function of a chronically ill enrollee for coverage beginning on or after January 1, 2025, with application to the CY 2025 bid process. However, instead of requiring MA plans to document their findings that a chronically ill enrollee is ineligible (rather than eligible) for an SSBCI as initially proposed, CMS will require MA plans to document both approvals and denials of SSBCI.

Clarifying the Impact of Failure to Obtain a Novation Agreement

The Final Rule sets forth the enforcement process CMS will follow when a change of ownership occurs without a novation agreement. Such process will vary depending on whether the new owner already participates in the Medicare program in the same service area as the affected contract and may include intermediate enrollment and marketing sanctions.

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Assignment of Contract

Jump to section, what is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

Jeremiah C.

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

• Direct mailers
• Place newspaper ads
• Make posts in online forums
• Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

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Matthew grew up in Leawood, Kansas. He graduated from the University of Kansas with a Bachelor of Arts degree in Political Science and Communications in 2016 and from the University of Kansas School of Law in 2019 where he received a Business and Commercial Law Certificate. During his time as an undergraduate, he worked at a consulting firm focused on political campaigns and corporate public relations. In May of 2020, he will receive an MBA with a focus on finance from the University of Kansas Business School. Matthew is interested in several practice areas including business and commercial law, arbitration, and civil litigation. In his free time, Matthew enjoys playing basketball, using his virtual reality headset and listening to audiobooks.

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I am a skilled legal researcher and writer with a background in contract drafting and negotiation as well as litigation. I've served as an arbitrator for the past three years and have presided over nearly 400 binding arbitrations for an online dispute resolution platform. Additionally, I am a content writer and editor for the insurance division of LexisNexis. In my role as a contractor for LexisNexis, I research, draft, and edit high-quality legal reference tools on a variety of insurance topics for use by lawyers and insurance industry professionals.

hawuki attended SUNY Binghamton where he graduated with a Bachelor of Science in Marketing and Leadership & Consulting. Shawuki then went on to pursue his Juris Doctorate from Western Michigan University Thomas M. Cooley Law (WMU Cooley). During his time at WMU Cooley, Shawuki served as Justice of Phi Alpha Delta Law Fraternity, International, Vice President of Entertainment of Sports and Entertainment Law Society, and an Associate Editor of the Western Michigan University Thomas M. Cooley Journal of Practical and Clinical Law. At the conclusion of law school, Shawuki graduated with cum laude honors earning a spot on the Honor Roll and Dean's List. Professionally, Shawuki is an attorney/contract advisor and a serial entrepreneur. As the Managing Attorney of The Hilton Law Firm, PLLC, Shawuki has aided over a dozen startups and existing businesses with contractual, regulatory, administrative, and other legal matters. As a Canadian Football League (CFL) Contract Advisor, Shawuki has negotiated multiple player contracts, ensuring just compensation for his clients. Entrepreneurially, Shawuki is an owner of multiple businesses and has a wealth of business experience. Shawuki is a member of the Florida and District of Columbia Bar, Phi Alpha Delta Law Fraternity, International, Phi Delta Phi Legal Honor Society, and was recently named to the National Black Lawyers Top 40 under 40 list Florida.

My main focus is estate planning and business transactions, but I have had many practice areas throughout my career, including criminal defense and prosecution, civil litigation from neighborhood squabbles to corporate contentions. I have also worked in bankruptcy, family law, collections, employment law, and personal injury. I stand ready to assist in any area to which I feel I can be of service, but will not try to fake it if I do not know the area of law I am being asked to serve in.

Dawn K Kennedy has been licensed to practice law since 2015, but has been an entrepreneur since 2011. She uses her extensive project management and business background to support small and mid-sized businesses with contracts, negotiations, and other matters relating to the operation of a successful business venture.

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