TELESEMINAR: Drafting Buy/Sell Agreements in Business, Part 1 – A National Perspective
December 4, 2012
12:00 – 1:00 p.m.
1.00 MCLE hours
Buy/sell agreements are the principal means by which owners of a closely held business regularly value the company and provide a market for selling or exchanging interests in the company. Without buy/sell agreements there is little opportunity for retiring partners, or the estates of those who are deceased or bankrupt, to sell their interests in the company. There are a myriad of buy/sell alternatives involving the sale of interests among the owners, the owners and the company itself, or some blend of the two. The valuation methodology used for the buyout and funding sources are also essential for a successful buy/sell arrangement. This program will provide you with a draftsman’s guide to the major components of a buy/sell agreement, discuss valuation and funding mechanisms, dispute resolution, and major tax issues. Part 1 of 2.
- Types and differences among buy/sell agreements – cross-purchase, entity redemption, and hybrid approaches
- Framework of major provisions of buy/sell agreements
- Valuation methodologies and timing – independent appraisals, formula clauses and more
- Rights of first offer v. rights of first refusal
- Different issues involving retirement v. death v. bankruptcy of departing owner
Patrick J. Linden, Faegre Baker Daniels, LLP, Denver
Trygve Kjellsen, Faegre Baker Daniels, LLP, Denver