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Drafting Buy/Sell Agreements in Business, Part 2—OSB CLE Audio Online Seminar (Replay)

Brought to you in partnership with WebCredenza, a professional education broadcast network.

1 General CLE credit

Registration (each day):
$65 Regular
$52 CLEasy Pass
Click here to register for Day 1.
Click here to register for Day 2.

Buy/sell agreements are the principal means by which owners of a closely held business regularly value the company and provide a market for selling or exchanging interests in the company. Without buy/sell agreements, there is little opportunity for retiring partners, or the estates of those who are deceased or bankrupt, to sell their interests in the company. There are myriad buy/sell alternatives involving the sale of interests among the owners, the owners and the company itself, or some blend of the two. The valuation methodology used for the buyout and funding sources is also essential for a successful buy/sell arrangement. This program provides you with a drafter’s guide to the major components of a buy/sell agreement and discusses valuation and funding mechanisms, dispute resolution, and major tax issues.

Day 1—March 7, 2013

  • Types of and differences between buy/sell agreements—cross-purchase, entity redemption, and hybrid approaches
  • Framework of major provisions of buy/sell agreements
  • Valuation methodologies and timing—independent appraisals, formula clauses, and more
  • Rights of first offer vs. rights of first refusal
  • Different issues involving retirement vs. death vs. bankruptcy of departing owner

Day 2—March 8, 2013

  • Funding buy/sell agreements—key-person insurance, loans, other funding sources
  • Special buy/sell issues involving S corporations and unincorporated entities
  • Drag-along and tag-along rights in buy/sell agreements
  • Major tax issues in buy/sell agreements
  • Common traps in planning and drafting agreements in closely held businesses and dispute resolution

Speakers: Patrick J. Linden is special counsel in the Denver office of Faegre Baker Daniels LLP, where his practice focuses on corporate, securities, and transactional law for clients ranging from start-ups and emerging growth clients to Fortune 500 companies. He has extensive experience with public and private mergers and acquisitions and routinely represents clients in their equity and debt financing activities. He also represents private equity and venture capital funds in their investment and M&A transactions.

Trygve Kjellsen is a partner in the Denver office of Faegre Baker Daniels LLP, where his practice involves the full range of corporate and securities work, with an emphasis on mergers and acquisitions, strategic alliances, and finance. He also has extensive experience advising foreign clients on their private equity investments in US companies. Before entering law practice, he worked in the financial services industry.

(Original program date: December 4 and 5, 2012)

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