Business Buyout Agreements : Plan Now for Retirement, Death, Divorce or Owner Disagreements

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  • Edition: 5th
  • Format: Paperback
  • Copyright: 2010-07-12
  • Publisher: NOLO
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Supplemental Materials

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  • The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.


If you're like many entrepreneurs, you're working with one or more co-owners. And sooner or later, one or more owners will exit the business. What will happen to your company if one co-owner wants to retire, files for bankruptcy, or goes through a divorce? Unless you plan in advance, it could threaten the survival of your business.

Author Biography

Bethany Laurence is a business law editor at Nolo and a coauthor of Save Your Small Business. Anthony Mancuso is author of Form Your Own Limited Liability Company, Incorporate Your Business, How to Form a Nonprofit Corporation, and other Nolo books.

Table of Contents

Introduction: Your Legal Companion for Creating a Buyout Agreement
An Overview of Buyout Agreements
What a Buy-Sell, or Buyout, Agreement can Dop. 8
When Should You Create a Buyout Agreement?p. 16
Does Everyone Need a Buy-Sell Agreement?p. 17
How to Create Your Agreementp. 18
When to Seek a Lawyer's Advicep. 20
Limiting the Transfer of Ownership Interests
Transfers of Ownership Interestsp. 24
Using a Right of First Refusalp. 25
Using Absolute Transfer Restrictionsp. 43
Providing the Right to Force Buyouts
Changes in an Owner's Circumstancesp. 48
If an Owner Retires or Stops Workingp. 52
If an Owner Becomes Disabledp. 65
If an Owner Diesp. 74
If an Owner Divorcesp. 88
If an Owner Loses a Licensep. 93
If an Owner Files for Personal Bankruptcyp. 96
If an Owner Defaults on a Personal Loanp. 99
If an Owner Needs to Be Expelledp. 104
Structuring Buyouts
Company Versus Co-Owners as Buyersp. 110
The "Wait and See" Approach Worksp. 115
Funding Buyouts
Funding With Cashp. 134
Borrowing Moneyp. 135
Buying Insurancep. 135
Making Installment Paymentsp. 149
How to Set the Buyout Price in Your Agreement
Why Choose a Price in Advance?p. 152
What Valuation Methods are Based onp. 154
How our Valuation Provisions Workp. 157
Agreeing on a Fixed Price (Valuation Method 1)p. 159
Using a Buyout Formulap. 164
Choosing Payment Terms for Buyouts
Balancing the Interests of Buyer and Sellerp. 188
Lump-Sum Cash Paymentp. 190
Installment Plansp. 191
Customized Schedule of Paymentp. 197
Creative Ways to Payp. 198
Completing and Updating your Buyout Agreement
Finalizing your Buyout Agreementp. 202
Resolving Buyout Disputes in the Futurep. 212
Binding Future Owners Under your Buyout Agreementp. 222
Updating your Agreementp. 223
Income and Estate Tax Issues
Income Tax Issuesp. 228
Estate Tax Issuesp. 245
Lawyers, Tax Specialists, and Resources
How to Find the Right Lawyerp. 270
Finding the Right Tax Adviserp. 275
Legal Resourcesp. 276
How to Use the CD-ROM
Installing the Files onto your Computerp. 283
Using the Word Processing Files to Create Documentsp. 284
Forms CD-ROMp. 287
Buyout Worksheet
Buyout Agreement
Table of Contents provided by Ingram. All Rights Reserved.

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