Everything partners need to create a buy-out agreement that will protect a business if someone leaves.For many entrepreneurs, being in business means working with one or more co-owners. But what will happen to your company if a co-owner: • wants out of the business? • wants to retire? • goes through personal bankruptcy? • wants to sell his shares to someone else? • goes through a divorce? • passes away? To make sure there's a smooth transition following someone's departure, it's essential to create a sort of "premarital agreement" for your business with a "business buyout agreement" (or "buy-sell agreement"). This legal document clarifies when co-owners can sell their interest, the circumstances when someone must sell, who can buy into the business and what price will be paid.The updated 4th edition of Business Buyout Agreements features a simplified approach to creating an agreement and walks you through creating your own contract, which is included on CD-ROM and as a tear-out.
People have been starting new businesses like crazy during the pandemic, but without a buy-sell agreement, any entrepreneur who goes into business with others has no exit strategy. Without one owners risk losing the money and work they put into their business.
"Use the plain-English legal forms in this book to create a buy-sell agreement, clarifying: - when co-owners can sell their interest - who can buy into the business - what price will be paid "--
Buy-sell agreements are among the most common yet least understood business agreements and many are destined to fail to operate like the owners expect. Many, in fact, are ticking time bombs, just waiting for a trigger event to explode. If you are a business owner or are an adviser to business owners, this book is designed for you, providing a road map for business owners to develop or improve their buy-sell agreement.
Nationally known estate planning authority Louis A. Mezzullo provides comprehensive yet practical advice for designing an effective buy-sell agreement to be used as an exit strategy or as part of the succession or estate planning process. He explains what to consider when drafting an agreement for a C or S corporation, a partnership, or a limited liability company. Tools include the suggested terms of a well-drafted agreement, discussions about funding options, tax consequences, and valuation. Includes CD-ROM with sample agreements.
This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition. Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects. The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis. The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law. The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French. Subject: Belgium Law, Company Law]
LIKE CARRYING AROUND YOUR OWN BUSINESS LAWYER, BUT WITHOUT ALL THE TALKING AND BILLS. Birth to Buyout gives you a straightforward, easy-to-grasp understanding of the business law questions and answers you need to run your business and prosper. Packed with refreshingly candid information, Birth to Buyout tackles business law topics in terms you can understand. Organized to guide you through all stages of your business - from Birth to Buyout - you learn: SET UP A COMPANY * The difference between Corporations, S-Corporations and Limited Liability Companies * How to pick the right entity for you * Where you should set up your company * How to pick a company name * What to take to the bank when you set up your company bank account * What to put in your business plan YOU AND YOUR PARTNERS * The big conversation you and your partners need to have at the beginning of your venture * Picking officers, officer titles and salaries * How to make sure you can get out when you want * How to kick out another owner * Setting up your Board of Directors * Dangers of serving on the Board * How to be a great Board member GETTING FUNDED * The difference between debt and equity * What investors expect from you * The parts of an investment deal * How to divide control between founders and investors * Securities laws * Sources of debt financing * Parts of a loan * Building business credit INTERNET CONTRACTS * What you need to put in your website privacy policy and Terms of Use * Avoiding liability from user generated content * Kids information under COPPA OFFICE LEASE * Negotiating the rent * Difference among net leases, double net and triple net leases EMPLOYEES & INDEPENDENT CONTRACTORS * What goes in an employment contract * Noncompetes * Union contracts and collective bargaining * Nondiscrimination laws * Screening candidates, including immigration forms * How to follow rules about minimum wage and overtime and payroll INTELLECTUAL PROPERTY * Trademark * Copyright * Patent * How to get the rights through licensing or buying the IP MANUFACTURING * How to plan your whole manufacturing and fulfillment process * How to get a prototype made * How to discover the regulations you have to know about and follow * How to hire a manufacturer SALES AND MARKETING * How to get your product sold * Distribution channel options * Advertising and promotions * How to comply with advertising laws * What goes into your contract with distributors or sales agents * CanSpam and telemarketing rules GETTING PROTECTION AGAINST LIABILITY * Contracts * Insurance and Bonds * Vigilant Due Diligence GETTING RICH * Valuing a business * Valuing stock * Process of selling your company * Term Sheets * Representations and Warranties * Closing * Post closing * Tips to make for a peaceful sale AND, THERE'S A STORY - MEET HAP, HAZARD AND A LAWYER NAMED GRAVITY. Birth to Buyout is not just a business law almanac. Birth to Buyout spins forward on the story of two cubicle workers who make a run for entrepreneurship just as big corporate culture is closing in, all with the help of their corporate lawyer (if you just want the law, you can skip the story pages). Birth to Buyout was written to be an easy-to-follow guide to business law. That's why: * All explanations are in plain English * Charts and diagrams are used to make the law clear * The book celebrates American entrepreneurship and how it can truly set you free
