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About the Course
Introduction
This CLE webinar will provide guidance to M&A counsel for drafting and negotiating buy-sell agreements that help facilitate the smooth transition of a business interest. The panel will discuss key considerations when crafting these agreements, including defining the events that trigger the sale or transfer of an interest in a business, how the purchase price will be determined, funding the buyout, how valuation will be determined for tax purposes, and more.
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
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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Wednesday, February 12, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
- Types of buy-sell agreements and when each should be used
- Considerations when drafting and negotiating agreements
- Triggering events
- Purchase price
- Funding the buyout
- Valuation of the business interest
- Tax implications
- Reviewing a target's existing buy-sell agreements in the context of a potential deal
- 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?
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