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October 4, 2025
Top 5 Rollover Equity Agreement Templates
Rollover equity lets sellers keep skin in the game by taking part of their consideration in the buyer’s equity, but the right template depends on entity type, tax goal, and control terms. Common options include corporate stock-for-stock (often aiming for §351/§368 treatment), partnership/LLC unit rollovers (typically §721), partial cash-plus-rollover, earnout-linked rollovers, and management incentive rollovers. Compare tax deferral, vesting/lock-ups, and governance rights (drag/tag, ROFR, puts/calls) to avoid disputes and align incentives post-close.
