News & Analysis as of

Buy-Sell Agreements

Court Finds No Exceeding Of Powers Or Manifest Disregard Of The Law In Confirming Allegedly Speculative Arbitration Award

by Carlton Fields on

This case concerned an agreement by which Clos La Chance Wines, Inc., a wine producer, appointed AV Brands, Inc., a wine importer and wholesaler, as the exclusive brand agent and distributor of its wine products for the...more

McNees Insights – Estate Planning Newsletter - July 2017

Deducting Miscellaneous Itemized Deductions - You can elect each year to itemize deductions rather than claim the standard deduction. Itemized deductions are those that you claim on Schedule A of Form 1040, Itemized...more

To Report or Not to Report – Is it Really A Question?

In a May 15, 2017 Bankruptcy Court decision (Gardens Decision) from California’s Central District (In re Gardens Regional Hospital and Medical Center, Inc. (Bankr. C.D.Cal., May 15, 2017, No. 1617463), Judge Ernest M. Robles...more

Life insurance planning for the business owner

by Thompson Coburn LLP on

Life insurance is an effective tool that business owners can use to provide liquidity at their passing for both their businesses and their families. Having a properly drafted buy-sell agreement is key to avoiding conflict and...more

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

by Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

Identifying and Managing Corporate Risk from Internal and External Stressors

by Tucker Arensberg, P.C. on

I’ve been asked the same simple question time and time again by clients who are faced with litigation – How did this happen? Sometimes they are referring to a looming dispute over large accounts receivable, employee...more

Lessons Learned in Selling the Family Business

by Davis Wright Tremaine LLP on

We have represented hundreds of family businesses (as well as other privately-held businesses) in negotiating and completing successful mergers and acquisitions. We have seen important lessons learned by families selling...more

Why Do You Need a Buy-Sell Agreement for Your Closely Held Company?

by Ward and Smith, P.A. on

Why do you need a Buy-Sell Agreement for your closely held company? In a nutshell, your business partner might die, become disagreeable, or just simply lose his or her mind, and you need a set of rules to resolve the matter....more

[Webinar] Business Planning in Light of Proposed Regulations under Code § 2704 - October 27th, 12:00p.m. CT

by Thompson Coburn LLP on

In this webinar, Steve Gorin, the author of his quarterly newsletter, will discuss the proposed regulations under IRC § 2704 that would increase the valuation of business entities in many cases. Attendees will learn when the...more

It's Time For Your Buy-Sell Checkup!

by Burr & Forman on

Shareholders, Partners and/or LLC members of any closely-held or family-held company should check the buy-sell formula contained in their Shareholder Agreement (sometimes called a Buy-Sell Agreement), Partnership Agreement or...more

The Importance of Buy-Sell Agreements

by Ruder Ware on

When business partners form a company and get started in their new venture, optimism and opportunity are usually in full supply. At that point, it is only natural to avoid thinking about some difficult questions about the...more

Failing to Put in Place an Appropriate Buy-sell Agreement Among the Business Owners - Pay Me Now or Pay Me Later - Common Legal...

by Poyner Spruill LLP on

Pay Me Now or Pay Me Later is a series of short tips on common legal mistakes small business owners make. Tip? #2?? - Put in Place an Appropriate Buy-sell Agreement Among the Business Owners... ...more

Non-Compete Agreements may be Transferred and Enforced by the Successor Employer Following an Asset Purchase Sale

by Franczek Radelet P.C. on

The Eighth Circuit Court of Appeals recently held that non-compete agreements may be transferred to a successor employer through an asset sale and enforced by that successor employer against the employees who previously...more

Buy-Sell Agreements in a Divorce (Part 2)

by Ervin Cohen & Jessup LLP on

My last article discussed a typical provision found in shareholders agreements (for corporations) or operating agreements (for limited liability companies) giving the other owners a right to step in and buy any shares or...more

Wealth Management Update - June 2016

by Proskauer Rose LLP on

June Interest Rates for GRATs, Sales to Defective Grantor Trusts, Intra-Family Loans and Split Interest Charitable Trusts The June § 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs...more

Buy-Sell Agreements in a Divorce (Part 1)

by Ervin Cohen & Jessup LLP on

My prior articles have discussed how to monetize one spouse’s equity interest in a privately held company that has no other owners. However, many businesses are started by two or three partners contributing their ideas,...more

Life Insurance and Estate Planning

Life insurance can play an important role in estate planning. It is important to understand the uses and purposes of life insurance and the tax consequences of owning a policy and receiving a death benefit....more

Estate of Clara M. Morrissette Secures Victory in Groundbreaking Estate Tax Case

by Reed Smith on

In a case of first impression, the United States Tax Court ruled in favor of a taxpayer whose estate planning focused on the preservation and succession of a 70-year-old family-owned business. In Estate of Clara M....more

Life Insurance's Role in Family Business Planning

by Davis Wright Tremaine LLP on

Family business planning is best served by having a knowledgeable advisory team, and a good team includes an expert on insurance. We found an article discussing the role of life insurance in family business planning in a...more

Business Succesion Planning - March 2016

The transition of a family owned or closely-held business is an important event for families. In a prior article, we covered the issues that a business owner faces in general in preparing a succession plan. This article will...more

Business Succession Planning - February 2016

The transition of a family owned or closely-held business is a significant undertaking even with the best laid plan. This article will outline the issues that should be considered by the business owner in transitioning a...more

Five Legal Documents Every Family Business Should Have (and Use)

Every business is different. Certainly, every family is different. But family businesses, as a group, share certain challenges and opportunities. In order to ensure their businesses survive, thrive and grow, leaders of family...more

Best in Law: Does Your Business Need a Prenup?'

by Best Best & Krieger LLP on

You are likely familiar with the news stories of this celebrity or that being involved in divorce proceedings where the language of a “prenup” is of great importance. You probably also know that the term is short for...more

Interpreting The Right To Specific Performance In A Shareholder Buy-Sell Agreement

by Brooks Pierce on

I've never thought very hard about the remedy of specific performance. That means ordering a party to a contract to perform its contractual obligations. But the ability of the Court to order specific performance was...more

California Case Requires Arbitration Despite Lack of Actual Controversy

by Snell & Wilmer on

For parties to litigate a contract dispute in a court of law, the parties’ disagreement must have ripened into an actual controversy presenting more than a mere academic difference of opinion. But under a recent California...more

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