Consents & Resolutions

These forms were curated by Erik Lopez. Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law.

Consents and resolutions are written consents and resolutions of shareholders, members, partners, directors and managers approving M&A transactions and related transactions, such as officer appointments, amendments to governance documents, financings and issuances of shares and other securities.

Form of Written Consent of Sole Stockholder Approving Merger

Simple consent approving M&A transaction. Length: 3 pages | Format: Microsoft Word

Form of Unanimous Written Consent of a Board of Directors – Approving Merger & Issuing Shares

Appropriate for a private transaction. Includes HSR filing threshold determination. Must be updated to reflect subsequent increase in HSF filing threshold. Length: 4 pages | Format: Microsoft Word

Form of Board Resolutions Approving M&A Transaction – Buyside

Includes approval of financing documents and ancillary agreements. Deal involved cash consideration. Length: 2 pages | Format: Microsoft Word

Form of Lender Consent to M&A Transaction

To be used to obtain buyer lender consent to an acquisition. Contemplates secured and guaranteed debt. Length: 7 pages | Format: Microsoft Word

Form of Written Consent of LLC Members – Approval of Purchase Agreement – Sale of Assets

Subsidiary approval of an asset sale effected via a two-step transaction involving an initial transfer of assets to a holding company and the subsequent sale of the holding company LLC interests to a third party buyer. Length: 2 pages | Format: Microsoft Word

Form of Written Consent of LLC Members – Approval of Board Size

Approves an increase in the size of the board of directors of the LLC in connection with the company's issuance of additional interests to a new member. Length: 2 pages | Format: Microsoft Word

Form of Written Consent of LLC Manager – Approval of Sale of LLC Interests & Admission of New Member

Approves an assignment of a member's limited liability company interest to an unaffiliated third party, admission of the assignee to as a member of the LLC and waiver of the company's right of first refusal relating to the assignment. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of the Board of Directors of LLC – Approval of Units Issuance, Repurchase and Related Transactions

Provides for (1) issuance of new membership interests to investors, (2) repurchase of employee membership interests and (3) the admission of new investors as members of the LLC. Length: 4 pages | Format: Microsoft Word

Form of Written Consent of the Board of Directors of LLC – Approval of Distribution of Members

Complex set of recitals and resolutions relating to compliance with the LLC operating agreement and applicable credit agreement covenants and approval of a distribution to members. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of the Board of Managers of LLC – Approval of Acquisition

Buy-side approval of stock purchase and intellectual property license. Includes a power of attorney through which managers may act on behalf of the board. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of the Board of Directors of LLC – Approval of Sale of LLC Interests & Admission of New Member

Approves the transfer of existing members' membership interests to unaffiliated third parties, the withdrawal of the transferors from the LLC and the admission of the transferees to the LLC as members. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of the Board of Directors – Approval of Asset Acquisition Transaction

Provides for approval by a corporation's Board of an asset purchase and the related transaction documents, including a transition services agreement, waiver agreement and guaranty agreement. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of Sole Member of LLC Approving Merger

A simple consent needed for the sole member of a limited liability company to approve an M&A transaction. Length: 2 pages | Format: Microsoft Word

Form of Written Consent of Board Appointing Officers & Amending Bylaws

Adopts amended and restated bylaws, establishes corporate offices, appoints officers and grants banking authority to specified officers. Length: 3 pages | Format: Microsoft Word

Form of Written Consent of Sole Stockholder – Approval of Purchase Agreement – Sale of Assets

Parent company approval of an asset sale effected via a two-step transaction involving an initial transfer of assets to a holding company and the subsequent sale of the holding company LLC interests to a third party buyer. Length: 2 pages | Format: Microsoft Word