Drafting Buy/Sell Agreements for Closely Held Companies - Part 2 (Live Replay from June 21, 2023)

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Description

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.

Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their 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 redeem an owner' s interest.

Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company.

This program provides a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.

Part 2 topics include:

Funding buy/sell arrangements – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources
Special issues involving S Corps and unincorporated entities
Drag-along and tag-along rights in buy/sell agreements
Major tax issues in buy/sell agreements for buyer, seller and the entity

Contributors

Daniel G. Straga

Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters. Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware.

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Description

Contributors

Daniel G. Straga