The program will cover the different types of these agreements, including redemptions, valuation and triggering events, rights of first offer versus first refusal, how to finance these sales, special issuer related to S Corps, major tax issues, and more.
Tuesday, June 21, 2016
12:00 PM - 1:00 PM
Nebraska Activity #124376, 1.0 hour CLE
There is rarely a liquid market for the sale or exchange of ownership interests in closely held companies, even if they are successful. 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 provides you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.
Part 1—June 21, 2016
Peter Bloom is the founder of the Bloom Group, where he acts as general counsel to emerging, midstage, and family businesses, providing strategic advice and guidance regarding corporate law, contracts, tax, intellectual property protection, financing, succession planning, and labor and employment law. He also handles transactional matters relating to mergers and acquisitions, stock and asset purchases, technology transfers, recapitalizations and other corporate reorganizations, and venture capital investments. Mr. Bloom earned his LL.M. from Georgetown University Law Center.
- 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—independent appraisals, formula clauses, industry comps, and dispute resolution
- Rights of first offer vs. rights of first refusal; sales to third parties
Norman Lencz is a partner in the Baltimore office of Venable LLP, where his practice focuses on a broad range of federal, state, local, and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures, and real estate transactions. He also has extensive experience with compensation planning in closely held businesses.
To Register:Cost $89.00
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