Scenario: You hold bank debt or bonds in a company that is being restructured, whether through a Chapter 11 bankruptcy reorganization or an out-of-court restructuring. As part of the restructuring, you (as well as the company’s other creditors) are being asked to reduce (or extinguish entirely) the principal amount of debt you hold, but as an incentive to agree to the proposal, you are being offered equity securities in the newly restructured company. Alternatively, you are receiving a cash payout on your debt, and you are being offered the right to subscribe for new equity in the company in a rights offering. As part of either deal, you are presented with a suite of documents setting out your various rights with respect to the company and the other shareholders, almost always prepared by the lead lender’s attorneys and similar to venture capital agreements with the lead lender taking the role of the lead investor. Question: If you will be a minority shareholder in the newly restructured company, what rights should you expect, and what can you get?Some lenders will approach this type of scenario with the view “I’m getting x¢ on the dollar in new debt more than I paid, and the equity is just the icing on the cake.” Others will make the (usually incorrect) assumption that they will be able to freely trade their new equity in the same way as the debt they previously held or the new debt they are receiving. In a guest article, Jahangier Sharifi and Catherine Rossouw, Partner and Associate, respectively, at Richards Kibbe & Orbe LLP, provide lenders who are being offered minority shareholder positions in restructured companies with a checklist of rights to look for and of pitfalls to avoid when negotiating the terms of these equity documents. Their article has three parts. Section 1 discusses possible restrictions on liquidity that may limit your ability to get the most value out of your new equity. Section 2 outlines the basic protections and control rights that you should ask for in your equity documents as a minority shareholder. Section 3 highlights the key takeaways for lenders when negotiating equity documents.