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It’s a fact that the great majority of multi-owner, closely held business entities are run by working owners. In many if not most instances the working owners realize the financial benefits of ownership primarily in the form...more
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
This time of year, the topic of coaching contract buyouts tends to bring a certain level of angst. This is no surprise, of course, as it often comes with a considerable price tag and an attendant level of press coverage...more
If you are the owner of a business that does not have a buy-sell agreement in place, or you have not reviewed your buy-sell agreement recently, it may be time to sit down with your attorney. Buy-sell agreements can be complex...more
Join us for the second program of the intercollegiate webinar series on Wednesday, December 8, 2021 as we unpack legal issues related to the hiring (and firing) of college coaches. We have special guests from both sides of...more
Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more
Most LLC operating agreements contain a “buyout” provision allowing the LLC or its remaining members to buy the membership interest of a departing member. Buyout provisions can be structured however the LLC members see fit. ...more
On March 25, in Walsh v. White House Post Productions, LLC, C.A. No. 2019-0419-KSJM, the Delaware Court of Chancery held that a limited liability company’s contractual right to repurchase a member’s units upon the termination...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
The nationwide landscape of statutes and case law governing judicial dissolution of limited liability companies exhibits more state-to-state similarity than dissimilarity....more
It’s that time of year again, when I offer some lighter fare for poolside consumption consisting of summaries of a few recent decisions of interest involving disputes between business co-owners....more
Before we get to the case: A fixed price buy-sell agreement is one in which co-owners of a business select a specific dollar amount, expressed either as enterprise or per-share value, for calculation of the future buyout...more
Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more
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