Rollover Equity in PE Roll-Ups: Structuring and Negotiating the Founder’s Minority Stake

Dominic Totman, Partner | Cranfill Sumner LLP

Dominic Totman is a partner in the Raleigh, North Carolina office of Cranfill Sumner LLP, where he chairs the firm’s Mergers & Acquisitions Practice Group. His transactional practice spans mergers and acquisitions, health care law, business and corporate law, and aviation and aerospace, with particular depth in healthcare M&A, dental practice sales, and business structuring.

• Education & Credentials

Dominic earned his J.D. from Campbell Law School in 2012 and his B.S. from North Carolina State University in 2009. He is admitted to practice in North Carolina (2013).

• Recognition & Leadership

Dominic holds an AV Rating from Martindale-Hubbell and was named to the Business North Carolina Legal Elite list for Business (2026). He leads the firm’s M&A group as its practice chair.

• Professional Involvement

Dominic serves on the Board of Directors of the American Association of Dental Boards and on the Board of Directors of The Holt Brothers Foundation (2024–2027), and he served as the Consumer Member of the North Carolina State Board of Dental Examiners (2017–2025).

• Experience

Before joining Cranfill Sumner in 2023, Dominic founded his own law firm in 2017 and grew it to multiple North Carolina locations. His practice concentrates on transactional representation, particularly healthcare M&A, dental practice sales, and the structuring of businesses across their life cycle.

Alidad Adam Damooei Partner, Corporate & Business Transactions | Davis Wright Tremaine LLP

Alidad Adam Damooei is a trusted partner who anchors Davis Wright Tremaine’s corporate and business transactional capabilities in the Los Angeles area. He has extensive experience representing high-profile clients—including Fortune 500 companies, private equity funds and their portfolio companies, innovative growth-stage ventures, and real estate investment trusts—on sophisticated mergers and acquisitions, joint ventures, rollovers, minority investments, corporate governance, and complex cross-border deals. Known for his entrepreneurial approach and deep market insight, Alidad has earned a reputation for precision and strategic vision, particularly in buy-side and sell-side M&A.

• Education & Credentials

Alidad earned his J.D. from Yale Law School in 2013, where he served as Co-President of the Law & Business Society and as a Financial Markets Teaching Fellow for Nobel Laureate Robert Shiller. He received his B.A. in Economics summa cum laude from Columbia University in 2009. He is admitted to practice in California (2016) and New York (2014).

• Recognition & Leadership

Alidad has been selected to the “Southern California Rising Stars” list in M&A – Business & Corporate by Thomson Reuters (2026) and named a “One to Watch” by Best Lawyers in Corporate Law and Mergers & Acquisitions Law (2023). Within his practice, he leads cross-disciplinary deal teams, coordinating specialists across intellectual property, employment, tax, and regulatory compliance to ensure seamless execution on complex transactions.

• Professional Involvement

Across a wide range of industries—including consumer products and services, infrastructure, real estate, technology, media, entertainment, industrials, and healthcare—Alidad is hands-on in structuring deals, managing process, negotiating contracts, and drafting critical terms. His in-house experience, gained through a client secondment to global asset manager Ares Management, informs a client-focused, business-minded approach that he brings to both outside and in-house counsel roles.

• Experience

Alidad guides clients through every facet of a transaction, from deal structuring and due diligence to final negotiation and execution. In private equity, he represents funds and their portfolio companies as both outside and in-house counsel, and takes particular pride in helping clients execute roll-up acquisition strategies efficiently. He has deep experience in consumer products and services M&A—working with clients in food and beverage, restaurants, retail, and fashion, including The Cheesecake Factory and Nestlé—and in real estate M&A, advising companies ranging from a national real estate brokerage to a global infrastructure REIT. Before joining Davis Wright Tremaine, Alidad practiced at AmLaw 20 firms in both California and New York, including as an associate at Latham & Watkins (2017–2023) and Sullivan & Cromwell (2013–2017), and as a partner at Stradling Yocca Carlson & Rauth (2023–2025), along with his secondment to Ares Management (2020).

Eric R. Kleine, Counsel | Davis Wright Tremaine LLP

Eric R. Kleine is counsel in the San Francisco office of Davis Wright Tremaine LLP, where he practices corporate law with a focus on mergers and acquisitions, joint ventures, equity financings, and corporate governance. He serves clients principally in the technology, media and entertainment, and life sciences sectors, and is known for pairing commercial instinct with pragmatic counsel that keeps complex transactions aligned with clients’ broader business objectives.

• Education & Credentials

Eric earned his LL.M. and J.D. from Western Michigan University Law School and his B.A. in Communications from Wilfrid Laurier University. He is admitted to practice in California and New York, and in Ontario, Canada.

• Recognition & Leadership

Eric has held leadership roles in professional and community organizations on both sides of the U.S.–Canada border, serving as a Director of the Swedish-Canadian Chamber of Commerce (2018–2021) and as a Director of Future Possibilities for Kids (2016–2018).

• Professional Involvement

Eric served as a member of the DealSource Committee of the Association for Corporate Growth (2019–2021), a role centered on the middle-market M&A deal community.

• Experience

Eric’s cross-border practice draws on prior positions at firms in both the United States and Canada: he was a corporate partner at Miller Thomson LLP in Toronto, an associate at Kirkland & Ellis LLP and at Latham & Watkins LLP in San Francisco, and a corporate associate at Loopstra Nixon LLP in Toronto.

SESSION 1 – Negotiating Rollover Equity and Earnouts When a Founder Sells to a Private Equity Platform | 12:00pm – 1:00pm ET

This 60-minute CLE session walks attorneys through the negotiation lifecycle for a founder selling to a private equity platform while retaining a minority rollover equity stake and potentially receiving earnout consideration. The session focuses on practical drafting and negotiation issues that determine the founder’s actual economic outcome, including capital structure, waterfall position, dilution risk, governance rights, tag-along and drag-along mechanics, leaver provisions, earnout metrics, operational covenants, efforts standards, sponsor diligence, and tax planning under Sections 721 and 351. The presentation is designed to help attorneys identify leverage points before the LOI is signed, negotiate rollover and earnout protections that match the founder’s risk profile, and draft with current Delaware earnout case law in mind.

BREAK | 1:00pm – 1:10pm ET

SESSION 2 – From Closing to Payout: Structuring Governance, Liquidity, and Earnout Protections for the Rollover Founder | 1:10pm – 2:10pm ET

When a founder sells to a private equity platform and rolls over a minority stake, the terms negotiated before signing largely determine whether that stake—and any earnout—ever pays off. This session devotes equal time to rollover equity and earnout structures, walking through both from the founder’s side: what rollover equity actually is, pre-LOI leverage, governance and exit protections for the minority holder, earnout mechanics and metric selection, operational covenants that protect the seller’s ability to earn contingent payments, and the dispute resolution and litigation risks that arise when buyer conduct threatens the payout. Attendees will leave with practical frameworks for structuring, drafting, and negotiating rollover and earnout provisions they can apply to their next founder engagement.