News & Analysis as of

Buy-Sell Agreements Shareholders' Agreements

Farrell Fritz, P.C.

Dollars, Donuts, and Buy-Sell Options

Farrell Fritz, P.C. on

Buy-sell agreements come in all shapes and sizes. Some are straightforward. Others are outrageously complex, especially purchase price formulas. Some have triggers for death. Others disability. Retirement. Expulsion....more

Farrell Fritz, P.C.

Stock Transfer Restrictions and “Annihilation of Property”

Farrell Fritz, P.C. on

One of the pleasures of being a litigator is that we constantly learn. The pleasure multiplies as a law blogger, where articles we write inspire litigation arguments, and litigations we fight inspire articles....more

Farrell Fritz, P.C.

Three Strikes You’re Out: Sebrow Revisited

Farrell Fritz, P.C. on

A year and a half ago, we blogged about a decision in which Bronx County Supreme Court Justice Llinet M. Rosado ruled that a shareholder’s alleged stock transfer through a bequest in his last will and testament was...more

Farrell Fritz, P.C.

Look Before You Leap: Buy-Sell Agreements Triggered by a Petition for Dissolution

Farrell Fritz, P.C. on

For owners of closely-held businesses, there are few provisions meriting more attention in an owners’ agreement than the buy-sell agreement.  Buy-sell agreements come in many different forms, and the best ones are designed to...more

Winstead PC

Shareholder Agreements Are Very Powerful In Texas: Parties Should Carefully Review Those Agreements Before Obtaining Stock In A...

Winstead PC on

The owners of a corporation may enter into shareholder agreements that address and resolve many disputes. For example, the Texas Supreme Court noted: “Shareholders of closely-held corporations may address and resolve such...more

Farrell Fritz, P.C.

When Estate Plans and Stock Transfer Restrictions Collide

Farrell Fritz, P.C. on

A recent decision from Bronx County Supreme Court Justice Llinet M. Rosado, Sebrow v Sebrow, 2020 NY Slip Op 20269 [Sup Ct, Bronx County Oct. 9, 2020], is a stark reminder to corporate shareholders, attorneys who plan their...more

Farrell Fritz, P.C.

Consider Whether Your Buy-Sell Provision is a Call Option Before Pulling the Trigger

Farrell Fritz, P.C. on

As regular readers of the blog surely are aware, there are few provisions in an LLC or shareholders agreement more likely to be the focus of dispute than the buy-sell provision. Most times, these disputes expose a flaw in the...more

Winstead PC

Can the Golden Goose and Its Eggs Be Shared: Resolving Conflicts Between Private Company Co-Founders

Winstead PC on

.Setting up a private company on a 50-50 owned basis is typically a bad idea, but many founders of new businesses continue to embrace this perilous ownership structure. We wrote last year about problems that plague 50-50...more

Ervin Cohen & Jessup LLP

Buy-Sell Agreements in a Divorce (Part 2)

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

Ervin Cohen & Jessup LLP

Buy-Sell Agreements in a Divorce (Part 1)

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

Davis Wright Tremaine LLP

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

Davis Wright Tremaine LLP

Keeping Ownership in the Family

As a family enterprise, your business runs best if it is owned and managed by the family. So it is in everyone’s interest to make sure no family member can transfer ownership outside of the family. To do this (and do it...more

King & Spalding

TRANSACTIONAL: Corporate/London: Shareholders' Agreements for LNG Midstream Projects

King & Spalding on

In contrast to joint venture issues relating to upstream oil and gas development, the topic of shareholders' agreements for Liquefied Natural Gas (LNG) liquefaction projects has not been covered to a similar extent in...more

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