Tax Issues in Buy-Sell Agreements

Structuring Agreements for Optimal Income and Estate Tax Results for Partners and Shareholders

Recording of a 90-minute CLE/CPE webinar/teleconference with Q&A


Conducted on Wednesday, August 11, 2010
Recorded event now available


This CLE and CPE webinar will prepare tax counsel to address key components of buy-sell agreements, including valuation methodologies and timing, as well as the income and estate tax implications that must be considered in structuring the agreements.

Description

Buy-sell agreements are critical to protect a company, partnership or LLC against high-risk events that threaten the stability and survival of the entity, such as a member's or owner’s death, disability, retirement, termination, or sale of interest to a third-party nonmember.

Structuring a buy-sell agreement, involves complex income and estate tax planning at every stage of the process from the type of the buy-out, the funding mechanism, trigger events and price and payment terms.

LLCs and closely held corporations are often illiquid thus necessitating a reliable means of valuing both the entity as well as the member’s ownership interest. There are, however, hidden income and estate tax considerations that arise in valuation methodologies.

Listen as our authoritative panel of tax attorneys guides you through the critical components of a buy-sell agreement and how to structure the agreement for the best tax result.

Outline

  1. Critical buy-sell provisions
    1. Structuring the buy-out: cross-purchase v. entity purchase; cross-insurance trusts
    2. Funding mechanisms: insurance, cash flow, loans, sinking funds, reserves, installment payments
    3. Trigger events: lifetime transfers, termination, retirement, disability, death
  2. Purchase price and payment
    1. Key factors in determining price
    2. Payment terms
  3. Valuation issues
    1. Valuation of company
    2. Valuation of ownership interest
    3. Methodologies and timing

Benefits

The panel will review these and other key questions:

  • What are the tax implications for cross-purchase v. redemption forms of buy-sell agreements?
  • What income tax ramifications arise in the various methods of funding the buy-out?
  • What estate tax planning opportunities must be addressed when structuring buy-sell agreements?

Upon completing this seminar, you will be well prepared to address key tax components of buy-sell agreements, including valuation methodologies and timing. You will also learn the income and estate tax implications that you must consider when structuring buy-sell agreements.

Faculty

Steven M. Dane, Member
Kostin, Ruffkess & Company, Springfield, Mass.

He has over 26 years of professional experience concentrating in the areas of valuation and litigation support services. He also assists clients with their mergers and acquisitions, financing, tax planning and general accounting and tax matters. He presently serves on the Firm’s Board of Directors.

Allen M. Silk, Shareholder
Stark & Stark, Lawrenceville, N.J.

He chairs the Firm’s Business & Corporate Group. His experience includes a broad range of tax, trusts and estates and general corporate matters including estate planning, closely-held business counseling and business succession planning, structuring of business entities and joint ventures, acquisition and sale of business interests, and corporate and partnership tax matters.

Brian E. Hammell, Attorney
Cushing & Dolan, Waltham, Mass.

He is the Director of the firm’s Corporate Department. His practice concentrates in business law, employment law, commercial litigation, shareholder agreements, and business reorganizations. He is experienced in areas of business litigation, debtor and creditor rights, secured lending, mergers and acquisitions, and other commercial transactions and disputes.

Ordering

CPE on Live Event

Continuing Professional Education credit processing is available for an additional $35 per person. You may register for CPE credit processing at any time before or after the program.

This advanced level webinar is eligible for 2 CPE credits.

Strafford is registered with the National Association of State Boards of Accountancy (NASBA) as a CPE sponsor.

CPE Processing $35.00


Online CLE - Audio Recording

Includes audio streaming of full program plus handouts (available 24 hours after live seminar).

CPE: Self-study CPE is not offered on online webinars.

CLE: Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*. Pre-approved for self-study credit in: AK, AZ, GA, MO, MT, TX, VT, WA.
Upon request, also available in: CO, CT*, FL, ID, KY, LA, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI*, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)

Online CLE Audio $148.50
Available 24 hours after the live event

Includes 50% off with Special Offer

How does this work?


Recorded Event

Includes full event recording plus handouts (available after live seminar).

CPE: Self-study CPE is not offered on recorded events.

CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, GA, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.

MP3 Download (Audio with Slide PDFs) $148.50
Available 24 hours after the live event

Includes 50% off with Special Offer

How does this work?

Webinar Download (Slide Presentation with Audio) $148.50
Available three business days after the live event

Includes 50% off with Special Offer

How does this work?

CD (Audio with Slide PDFs) $148.50 plus $9.45 S&H
Available ten business days after the live event

Includes 50% off with Special Offer

DVD (Slide Presentation with Audio) $148.50 plus $9.45 S&H
Available ten business days after the live event

Includes 50% off with Special Offer


CLE on Live Webinar

Continuing Legal Education credit processing is available for an additional $65 per person per state in states where webinars and teleconferences are accredited. (AL, ME and VA attorneys, please call 1-800-926-7926 ext. 10 for special instructions.)

This webinar is eligible for at least 1.5 general CLE credits, depending on state rules.

You may register for CLE credit processing before or after a program (application deadlines vary by state).  Exception: PA attorneys must pre-register for CLE (please call 1-800-926-7926 ext. 10).

CLE credits are not available for DE, IN, KS, OH, and PR or for NY attorneys admitted within the last 2 years.

CLE Processing $65.00

How does this work?

Webinar/Teleconference

Strafford webinars/teleconferences offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

NASBA CPE Sponsor

National Registry of CPE Sponsors

Strafford 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 addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417 or by visiting www.nasba.org.

Program Materials

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Program Materials

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CLE Credit

Strafford's live seminars qualify for CLE in every state that accredits webinars. They offer you a high quality, cost effective, and convenient CLE option, with no lost travel time or expenses.

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CPE Credit

Strafford is a NASBA CPE sponsor and our live seminars qualify for CPE credits. They offer you a high quality, cost effective, and convenient CPE option, with no lost travel time or expenses.

Customer Reviews

Content was superb.

Patrick Webb

Webb & Carey

The speakers were very well informed and knowledgeable.

Geoffrey Peck

Morrison & Foerster

Very concise - provided what was needed, yet also included many examples, thoughts and ideas.

Ron Keith

Skilled Care

The speakers included a significant number of best practices, which are critical to application of the law.

Deirdre J. Kamber

Fitzpatrick Lentz & Bubba

The teleconference was efficient with a well-focused agenda. The speakers really seem to know the material and communicated it clearly.

Owen Hughes

Pfizer

Tax Law Advisory Board

Patrick Derdenger

Tax Partner

Steptoe & Johnson

Daniel L. Gottfried

Partner, Federal, State and International Tax Planning

Rogin Nassau

Alan Granwell

International Tax and Tax Controversies Partner

DLA Piper

J. Leigh Griffith

Partner and Practice Group Leader - Tax

Waller Lansden Dortch & Davis

Mark Lange

Transactional Tax Partner

McKenna Long & Aldridge

Lori Mathison

Partner, Cross-Border Transactions Tax

Fraser Milner Casgrain

Christian McBurney

Federal Tax Partner

Nixon Peabody

Suzanne Ross McDowell

Partner, Tax-Exempt Organizations

Steptoe & Johnson

Todd Reinstein

Partner, Corporate Tax and Due Diligence

Pepper Hamilton

Alex Sadler

Tax Controversy Partner

Crowell & Moring

Susan Seabrook

Tax Controversy Partner

Latham & Watkins

Peter Stathopoulos

Managing Director, State and Local Tax Practice

Bennett Thrasher

Eric Tresh

Partner & Co-Chair, State & Local Tax Practice

Sutherland Asbill & Brennan

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