BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Buy-Sell Agreements in M&A: Triggering Events, Valuation Methodology, Tax Implications, Funding Mechanisms

$347.00

This course is $0 with these passes:

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Description

Buy-sell agreements can significantly impact mergers and acquisitions by ensuring a smooth transition of ownership interests, minimizing potential disputes among shareholders, and providing a clear process for buying out departing owners, which can facilitate the deal and protect the interests of all parties involved.

Negotiating and drafting buy-sell agreements involves complex issues of corporate and business law, tax law, estate planning, and insurance. Determining the most suitable structure for buy-sell agreements involves many considerations including defining the events that will trigger the sale or transfer of a business interest, calculating the business valuation and purchase price, and determining how a buy-out will be funded.

Understanding buy-sell agreements is also crucial for deal counsel when reviewing a target's existing buy-sell agreements in the context of a merger or acquisition as these agreements can have a significant impact on the terms of a deal.

Listen as our authoritative panel discusses negotiating and drafting techniques for effective buy-sell agreements. The panel will discuss the different types of buy-sell agreements and the suitability of each and explain key considerations for deal counsel.

Presented By

Michael T. Clear

Mr. Clear regularly counsels clients on the far-reaching financial implications of estate planning, estate and trust administration, probate litigation, and business succession planning. His estate planning practice includes assisting individuals and families in tax-efficient and practical estate and gift planning, including the preparation of wills, revocable living trusts, insurance trusts, and entities to own special family assets such as vacation homes and collections. Mr. Clear’s estate and trust administration practice often dovetails with his probate litigation experience, where he advises clients in will and trust construction cases, contested accountings, fiduciary removal proceedings, payment of unpaid claims, and conservatorship and guardianship matters. Mr. Clear also assists business owners with succession planning by presenting to family groups on business/estate planning matters and by preparing business entities, shareholders’ agreements, buy-sell agreements, and grantor-retained annuity trusts. He often facilitates the sale or purchase of business assets.

Keith P. Radtke
Partner
Faegre Drinker Biddle & Reath LLP

Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general corporate counseling. He also co-leads the firm’s corporate group. Mr. Radtke represents buyers, sellers and institutional investors in strategic and private equity M&A transactions, strategic investments and joint ventures. He also represents owners of privately held companies in selling their businesses. Mr. Radtke also represents many of the leading private equity firms in the Twin Cities metropolitan area, including spearheading the overall transaction process, negotiating the acquisition-related aspects, and structuring and negotiating equity arrangements. In addition, Mr. Radtke represents privately held companies, portfolio companies of private equity firms and other emerging private companies in connection with corporate governance matters, key contracts and other corporate matters. He also acts as outside counsel to privately held companies, helping them analyze and solve day-to-day legal issues.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, February 12, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Types of buy-sell agreements and when each should be used
  2. Considerations when drafting and negotiating agreements
    1. Triggering events
    2. Purchase price
    3. Funding the buyout
    4. Valuation of the business interest
    5. Tax implications
  3. Reviewing a target's existing buy-sell agreements in the context of a potential deal
  4. Practitioner takeaways

The panel will review these and other key issues:

  • What are the key considerations when determining a suitable buy-sell agreement for a business?
  • What drafting techniques will maximize the smooth transition of a business?
  • What are the tax implications when structuring and funding the buy-sell agreement?
  • What terms in a target's existing buy-sell agreement will significantly impact a contemplated merger or acquisition and what are ways to address potential issues?