Day 1
- Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches
- Most highly negotiated provisions of buy/sell agreements
- Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member
- Valuation of interests – appraisals, formula clauses, comps, and dispute resolution
- Rights of first offer v. rights of first refusal, and sales to third parties
Day 2
- Funding buy/sell arrangements – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources
- Special issues involving S Corps and unincorporated entities
- Drag-along and tag-along rights in buy/sell agreements
- Major tax issues in buy/sell agreements for buyer, seller and the entity
Faculty: Daniel G. Straga, Venable LLP, Washington, D.C.