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.
"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 "--
Written by experienced corporate attorneys, Stockholders Agreements Line by Line provides a practical approach to understanding the issues involved in drafting and negotiating a stockholders agreement. Participants in a closely-held corporation often use a stockholders agreement to establish an understanding among themselves and the corporation as to the corporations governance, special approval rights, information and access rights, transfer rights and restrictions, and rights to participate in future capital raises and sale transactions. This book analyzes a sample agreement from the perspective of each of the parties involveda control investor, a co-investor, a lender, and management. The authors offer guidance on negotiating positions commonly taken by the different parties to the agreement and address the remedies that each party might seek to protect its rights. Stockholders Agreements Line by Line is a valuable resource for anyone who has ever negotiated a stockholders agreement, as well as for any party who is about to enter into such an agreement. This book contains a CD-Rom that features the PDF and Word versions of the final text of the book, which enables readers to manipulate the contract.
Baffled by joint venture and shareholder agreements? Guidance on the new PSC Register is just one of the things that small businesses need to understand. Helping you to identify the central issues involved in joint venture transactions, take effective instructions and draft good documentation using precedents, case studies and checklists. Now covers: Small Business, Enterprise and Employment Act 2015 (including the official guidance on new register of Persons of Significant Control (PSC Register) Latest tax rates and changes (including corporation and capital gains tax 2017/18 and entrepreneurs' relief) EU merger law changes (including the mergers simplification package and UK merger law changes) Key content includes: Preliminary considerations A discussion of the nature of joint ventures and shareholders' agreements Financing the venture Tax and accounting considerations for UK corporate joint ventures Regulatory matters Employment and pension issues Key issues in structuring and drafting UK corporate joint venture documentation and shareholders' agreements Deadlock and minority protection Voting rights and board representation Restrictive covenants Joint ventures and shareholders' agreements in practice Articles of association Transfers of assets EU and UK Competition law including Brexit issues.
This text covers every aspect of buying and selling a business. It describes an easy five-step method to valuing any business, lays out the buyer's and seller's responsibilities, advises on the best time to sell a business, and gives the pros and cons of using business brokers. The text describes the all-important 3-step negotiation process, and essential franchise considerations.
