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, and 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.
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, and 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.
Learning Objectives
- You will be able to define equity transfer restrictions.
- You will be able to describe options for funding buy-outs triggered by unexpected events.
- You will be able to identify and address ethical concerns that can arise in working with closely held companies.
- You will be able to discuss multiple ways for determining a company’s value over time.
Agenda
Conflicts Issues- How Many Hats Can You Wear?
- Solutions, Both Theoretical and Practical
- Control Ownership
- Anticipate Transition Events
- Establish Valuation Methods
- Allocate Control
- Individual vs. Entity Owners
- Death or Disability
- Third-Party Transfers
- Owners as Employees
- Special Situations
- Addressing Transfer Restrictions in Company Sales
- Formula vs. Appraisals vs. Agreement
- Who Buys and Who Sells?
- Mandatory vs. Permissible
- Rights of First Refusal
- Payment Provisions
- Buyer-Financed
- Seller-Financed
- Using Insurance and Cross-Insurance Provisions
Qualification
AK CLE 1.0Alaska 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.
AL CLE 1.1
This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
AR CLE 1.0
This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
Arizona CLE 1.0
The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. 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
This course qualifies for 1.0 CLE hours of participatory credit.
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.
HI CLE 1.0
This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
IL CLE 1.0
This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
IN CLE 1.1 (Pending)
This program has been submitted to the Indiana Commission for Continuing Legal Education for Distance Education for participating attorneys. Application Pending.
MN CLE 1.0 (Pending)
This program has been submitted to the Minnesota Board of Continuing Legal Education. Approval pending.
MO CLE 1.3
This program has been approved by the Missouri Bar for 1.3 hours of CLE.
MS CLE 1.1 (Pending)
This program has been submitted to the Mississippi Commission on Continuing Legal Education. Approval pending.
ND CLE 1.0 (Pending)
This program has been submitted to the North Dakota Commission for Continuing Legal Education. Application pending.
NH MCLE 1.0
NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. The course provider believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 60 Minutes.
NJ CLE 1.3
This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
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.
OH CLE 1.25 (Pending)
This course has been submitted to the Supreme Court of Ohio Commission on Continuing Legal Education for 1.25 CLE hours. Approval pending.
PA CLE 1.0
This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
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.
TN CLE 1.08 (Pending)
This program has been submitted as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.08 hours of credit.
VA CLE 1.0 (Pending)
This program has been submitted to the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
VT CLE 1.0
This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hours of CLE credit.
WA CLE 1.0
This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of Law & Legal Procedure credit.
WI CLE 1.0
This program has been approved by the Board of Bar Examiners for 1.0 hours for use toward the Wisconsin Mandatory CLE requirement.
WV MCLE 1.3
This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
Speakers
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 author of 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 mhigh@dickinsonwright.com
