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Drafting Buy/Sell Agreements - 2 CLE hours
There is rarely a liquid market for the sale or exchange of ownership interests in even successful closely-held companies. Buy/sell agreements, however, create a market among the owners of a company, providing a mechanism for a shareholder or member to liquidate his or her interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will buy out a shareholder or member’s interest over time. Without these agreements, there is often no alternative for a shareholder or member to cash out short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements and drafting the essential provisions of each.
Day 1 – November 4, 2014:
• Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches
• Most highly negotiated provisions of buy/sell agreements
• Valuation of interests – independent appraisals, formula clauses, industry comps
• Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member
• Rights of first offer v. rights of first refusal, and sales to third parties
Day 2 – November 5, 2014:
• Funding buy/sell arrangements – payouts/earnouts over time, third party finance, key-man insurance, other funding sources
• Special buy/sell issues involving S Corps and unincorporated entities
• Drag-along and tag-along rights in buy/sell agreements
• Major tax issues in buy/sell agreements
• Anticipating disputes and practical techniques for resolution
Lee Lyman is a shareholder in the Atlanta office of Carlton Fields Jorden Burt and has more than 20 years’ experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, her J.D. from Duke University School of Law.
Alson R. Martin is a partner in the Overland Park, Kansas office of Lathrop and Gage, LLP, where he has a national practice focusing on business law, taxation, health care, and retirement plans. He is a Fellow of the American College of Tax Counsel and the American College of Employee Benefits Counsel. Mr. Martin is the author of "Limited Liability Companies and Partnerships" and the co-author of "Kansas Corporation Law & Practice (Including Tax Aspects)." He is the president and a director of the Small Business Council of America. Mr. Martin received his B.A., with highest distinction, from the University of Kansas, and his J.D. and LL.M. from New York University School of Law.