Learn about the complexities of preparing and drafting successful buy-sell agreements and how to avoid common mistakes.
Every closely held entity (corporate, LLC, or partnership) that has more than one owner should have a buy-sell agreement. This document establishes the ground rules for determining when a shareholder or member can sell their shares, when they must sell their shares, and when they can require another shareholder or member to sell their shares. Valuation issues, successorship issues, governance issues, funding issues, change-in-control issues, even confidentiality and noncompete issues can all be addressed in a single document. Learn about the opportunities and perils inherent in a document that is too often treated as a fill-in-the-blanks form, if it is considered at all, from a member of the ABA Section of Business Law's committee drafting a model shareholder agreement.
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Agenda
Conflicts Issues
- How Many Hats Can You Wear?
- Solutions, Both Theoretical and Practical
Purposes
- Control Ownership
- Anticipate Transition Events
- Establish Valuation Methods
- Allocate Control
Restricting Transfers/Permitting Transfers
- Individual vs. Entity Owners
- Death or Disability
- Third-Party Transfers
- Owners as Employees
- Special Situations
- Addressing Transfer Restrictions in Company Sales
Valuation and Mechanics
- Formula vs. Appraisals vs. Agreement
- Who Buys and Who Sells?
- Mandatory vs. Permissible
- Rights of First Refusal
- Payment Provisions
Funding a Buy-out
- Buyer-Financed
- Seller-Financed
- Using Insurance and Cross-Insurance Provisions
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Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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OnDemand Course
This course was last revised on August 17, 2022.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
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- AR CLE 1.0
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- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
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- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
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- NH MCLE 1.1
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- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WA CLE 1.0
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Mark R. High
Dickinson Wright PLLC
- Member with Dickinson Wright PLLC in Detroit, Michigan
- Concentrates in the areas of business law, corporate finance, corporate governance, and international transactions
- President of the Canada-U.S. Business Association in SE Michigan/SW Ontario; former chair of Michigan Business Law Section
- Conducts seminars on and writes articles dealing with buy-sell agreements for the ABA, State Bar of Michigan, trade associations, and commercial services
- J.D. degree, Duke University; B.A. degree, The College of Wooster
- Can be contacted at 313-223-3650 or [email protected]
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