Buy-Sell Agreements for Partnerships and Closely Held Companies
Crafting Agreements for Transfer of Ownership
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Tuesday, January 26, 2010
Recorded event now available
This CLE webinar will address critical aspects of buy-sell agreements, including key provisions, funding mechanisms, and an overview of income and estate tax considerations.
Description
Buy-sell agreements are critical to protect a company, partnership or LLC against events that threaten the stability and survival of the entity. High-risk events include a member's or owner’s death, retirement, bankruptcy, termination, or sale of interest to a third-party nonmember.
Buy-sell agreements can be funded by a variety of sources such as insurance, installment payments, and borrowed funds. However, a myriad of income and estate tax considerations and funding mechanisms must first be considered.
Crafting a buy-sell agreement, or the buy-sell provisions of a partnership, LLC or shareholder agreement, involves complex issues of corporate and business law, tax law, estate planning and insurance.
Listen as our authoritative panel of attorneys discusses drafting techniques for effective buy/sell agreements, the various funding mechanisms and tax ramifications of these agreements.
Outline
- Drafting Buy-Sell Provisions
- Structuring the buy-out: cross-purchase v. entity purchase
- Essential terms
- Funding Mechanisms
- Insurance products
- Other mechanisms — cash flow, asset sales, loans, sinking funds, reserves, installment payments
- Tax Ramifications
- Redemptions v. cross-purchase
- Payments to retiring members
- Allocation of profit and loss
- Estate planning considerations
- Consequences of funding with insurance
Benefits
The panel will review these and other key questions:
- What are the key provisions an effective buy/sell agreement must contain?
- What are the various funding mechanisms for buy/sell agreements?
- What are the tax implications counsel must understand to structure and fund the buy/sell agreement?
Faculty
Bruce D. Steiner,
Of Counsel
Kleinberg Kaplan Wolff & Cohen, New York
He has over 30 years of experience in the areas of taxation, estate planning, business succession planning and estate and trust administration. He is a frequent lecturer at continuing education programs for bar associations, CPAs and other professionals.
Michael D. Cross,
Partner
Briskin Cross & Sanford, Alpharetta, Ga.
His practice focuses on business law, including general corporate transactions, mergers & acquisitions, partnership & LLC law; non-profit organizations, including formation of and application for tax-exempt status for charitable organizations, private foundations, trade associations; employment law, including executive employment agreements, sales, distributor, independent contractor agreements.
Ordering
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Customer Reviews
The program contained good information based on solid experience.
Edward M. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The program provided good info apparently based on solid experience.
Edward. J. Dunham, Jr.
Kleinbard Bell & Brecker LLP
The webinar was very easy to use and I liked that the speakers were very knowledgeable.
E. Moses Vejil
Bingham Greenebaum Doll LLP
I liked the practicality and thoroughness of the presentation and the handouts.
Barry Jasilli
CVS Caremark
All of the speakers had a wide range of knowledge.
Kimberly Hayes
General Mills
Business Contracts and Franchise Advisory Board
Partner
Bowman and Brooke
Partner
Davis Wright Tremaine
Partner
Nixon Peabody
Partner
Epstein Becker Green
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