Buy-Sell Agreements in M&A: Triggering Events, Valuation Methodology, Tax Implications, Funding Mechanisms
A live 90-minute premium CLE video webinar with interactive Q&A
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.
Outline
- 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
Benefits
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?
Faculty
Michael T. Clear
Partner, Chair Private Client Services Department
Wiggin and Dana
Mr. Clear regularly counsels clients on the far-reaching financial implications of estate planning, estate and trust... | Read More
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.
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Keith P. Radtke
Partner
Faegre Drinker Biddle & Reath
Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general... | Read More
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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