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90-minute live streaming program
  • February 2
  • 1:00 - 2:30 pm EST

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Best Practices for Drafting Buy-Sell Agreements Among Shareholders or Members

February 2

Learn about the complexities of preparing and drafting successful buy-sell agreements and how to avoid common mistakes.

Every closely held entity (corporate, LLC, or partnership) that has more than one owner should have a buy-sell agreement. This document establishes the ground rules for determining when a shareholder or member can sell her shares, when she must sell her shares, and when she can require another shareholder or member to sell its shares. Valuation issues, successorship issues, governance issues, funding issues, change-in-control issues, even confidentiality and noncompete issues can all be addressed in a single document. Learn about the opportunities, and perils, inherent in a document that is too often treated as a fill-in-the-blanks form, if it is considered at all, from a member of the ABA Section of Business Law's committee drafting a model shareholder agreement.

Learning Objectives

- You will be able to define equity transfer restrictions.

- You will be able to describe options for funding buy-outs triggered by unexpected events.

- You will be able to identify and address ethical concerns that can arise in working with closely held companies.

- You will be able to discuss multiple ways for determining a company's value over time.

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Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Conflicts Issues
  • How Many Hats Can You Wear?
  • Solutions, Both Theoretical and Practical
Purposes
  • Control Ownership
  • Anticipate Transition Events
  • Establish Valuation Methods
  • Allocate Control
Restricting Transfers/Permitting Transfers
  • Individual vs. Entity Owners
  • Death or Disability
  • Third Party Transfers
  • Owners as Employees
  • Special Situations
  • Addressing Transfer Restrictions in Company Sales
Valuation and Mechanics
  • Formula vs. Appraisals vs. Agreement
  • Who Buys and Who Sells?
  • Mandatory vs. Permissible
  • Rights of First Refusal
  • Payment Provisions
Funding a Buy-out
  • Buyer-Financed
  • Seller-Financed
  • Using Insurance and Cross-Insurance Provisions
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Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Webinar

This course was last revised on February 2, 2017.

Call 1-866-352-9540 for further credit information.

Live Webinar Registration

  • CFP 1.5
     
  • The Certified Financial Planner Board of Standards, Inc. has granted 1.5 hours of continuing education credit. Level of Knowledge: Intermediate.
     
  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, Inc. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CO CLE 2.0
     
  • This program may qualify for 2.0 credit hours through the Colorado Supreme Court Board of Continuing Legal and Judicial Education through reciprocity. This course is accredited in other jurisdictions such as New Jersey. To receive CLE credit for this program, a home study affidavit must be submitted to the Supreme Court Board of Continuing Legal and Judicial Education.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • GA CLE 1.5
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IA CLE 1.5
     
  • Best Practices for Drafting Buy-Sell Agreements Among Shareholders or Members is accredited under the regulations of the Iowa Supreme Court Commission on Continuing Legal Education. It is planned that this program will provide up to a maximum of 1.5 hours of credit toward the mandatory continuing legal education requirements under the Iowa rule.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • MN CLE 1.5
     
  • This program has been approved by the Minnesota Board of Continuing Legal Education for 1.5 hours of credit.
     
  • MO CLE 1.8
     
  • This program has been approved by the Missouri Bar for 1.8 hours of CLE.
     
  • MS CLE 1.5
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.5 credit hours.
     
  • MT CLE 1.5
     
  • This program has been approved by the Montana Commission of Continuing Legal Education for a total of 1.5 CLE credits.
     
  • NC CLE 1.5
     
  • This program has been approved by the North Carolina State Bar Board of Continuing Legal Education for 1.5 CLE hours.
     
  • ND CLE 1.5 (Pending)
     
  • This program has been submitted to the North Dakota Commission for Continuing Legal Education. Application pending.
     
  • NE CLE 1.5
     
  • Lorman Business Center, Inc. is an accredited CLE sponsor in the State of Nebraska and certifies that this activity has been approved for 1.5 hours of CLE credit in the State of Nebraska.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NM CLE 1.5
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.5 hours of credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • NY CLE 1.5 including Areas of Professional Practice 1.5
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.5 credit hours in the area(s) of Areas of Professional Practice for 1.50 hours. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • TN CLE 1.5
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.5 hours of credit.
     
  • TX MCLE 1.5 including Estate Planning and Probate Law 1.5; Tax Law 1.5
     
  • This program has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.5 credit hours. Lorman Education Services is an accredited sponsor, approved by the State Bar of Texas, Committee on MCLE. This course is eligible for specialization credits in the area(s) of Estate Planning and Probate Law for 1.50 hours and Tax Law for 1.50 hours. This program has been approved by the Texas State Bar College for 1.5 hours of CLE credit.
     
  • UT CLE 1.5
     
  • This program has been approved by the Utah State Board of Continuing Legal Education for 1.5 CLE hours.
     
  • VA CLE 1.5
     
  • This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 CLE credit hours.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • CPE 1.8 including Taxes 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: www. learningmarket.org. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Taxes for 1.8 hours. Prerequisite: basic knowledge of estate planning. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     
  • Lorman Business Center, Inc. is a registered provider for CPA CPE through the State Education Department of New York, Sponsor number: 000640. The following course will carry the subject area of Taxation for 1.5 hours.
     
  • Lorman Business Center, Inc. has registered with the Texas State Board of Public Accountancy as a CPE Sponsor. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program. This program qualifies for 1.5 hours of continuing professional education.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York or New Jersey or Kansas. Other states do not need to supply the CLE Code to apply for CLE credit.

Audio & Reference Manual

  • AK CLE 1.5
     
  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • GA CLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MO CLE 1.8
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NM CLE 1.5
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • UT CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York or New Jersey or Kansas. Other states do not need to supply the CLE Code to apply for CLE credit.

MP3 Download

  • AK CLE 1.5
     
  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • HI CLE 1.5
     
  • IL CLE 1.5
     
  • ME CLE 1.5
     
  • MO CLE 1.8
     
  • MT CLE 1.5
     
  • NJ CLE 1.8
     
  • NM CLE 1.5
     
  • NV CLE 1.5
     
  • NY CLE 1.5
     
  • UT CLE 1.5
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York or New Jersey or Kansas. Other states do not need to supply the CLE Code to apply for CLE credit.

Who should attend?

This live webinar is designed for attorneys, estate planners, accountants, presidents, vice presidents, CFOs, controllers, business owners and managers, tax managers, financial planners and lenders.

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More Program Information

Why Lorman?

Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Mark R. High

Mark R. High

Dickinson Wright PLLC

  • Member, Dickinson Wright PLLC, Detroit, Michigan
  • Concentrates in corporate law, corporate finance, merger and acquisitions, and cross-border transaction issues
  • President, Canada-United States Business Association
  • Former chair of the Business Law Section, State Bar of Michigan
  • Conducts seminars on and author of articles dealing with buy-sell agreements for the ABA, State Bar of Michigan, trade associations, and commercial services
  • J.D. degree, Duke University; B.A. degree, The College of Wooster
  • Can be contacted at [email protected], 313-223-3650 or Twitter® @Mrhhigh
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Over 30 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 399857
Published 2017
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