Buy-Sell Agreements for Corporations and LLCs: Drafting Stock Redemption, Cross-Purchase and Mixed Agreements

Navigating Complex Corporate, Tax, Estate Planning and Insurance Law Issues When Planning for a Business Transition

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

Conducted on Wednesday, July 12, 2017
Recorded event now available

This CLE webinar will provide guidance to deal counsel for drafting and negotiating buy-sell agreements for corporations and LLCs that help facilitate the smooth transition of a business interest. The panel will discuss key considerations when crafting the agreements, including defining the events that trigger the sale or transfer of an interest in a business, how purchase price will be determined, funding the buyout, how valuation will be determined for estate tax purposes, and more.


Buy-sell agreements are essential to smoothly transitioning ownership of a corporation or LLC in the event of an owner or member's death, disability, divorce, retirement, bankruptcy, termination, or sale of interest to a third-party nonmember.

Negotiating and drafting buy-sell agreements for corporations and LLCs involves complex issues of corporate and business law, tax law, estate planning and insurance. Determining the most suitable structure for buy-sell agreements will have lasting tax implications.

Counsel must also consider how to define the events that will trigger the sale or transfer of a business interest, and how valuation and purchase price should be determined.

Funding is another complicated aspect of the buy-sell agreement. Buy-sell agreements can be funded by a variety of sources, including insurance, installment payments, and borrowed funds. The lack of proper funding can void the agreement.

Listen as our authoritative panel discusses negotiation and drafting techniques for effective buy-sell agreements. The panel will discuss the different types of buy-sell agreements and the suitability of each, and explain key considerations for deal counsel, including funding and valuation determinations and tax ramifications of the agreements.


  1. Types of buy-sell agreements and when each should be used
  2. Considerations when drafting and negotiating agreements
    1. Triggering events
    2. Purchase price
    3. Funding the buyout
    4. Valuation of the business interest
  3. Tax implications


The panel will review these and other key issues:

  • How counsel should determine the type of buy-sell agreement that is suitable for the corporation or LLC
  • Drafting techniques that will maximize the smooth transition of the corporation or LLC
  • Various funding mechanisms for buy-sell agreements, and how to choose the most effective funding vehicle
  • Appropriate valuation techniques
  • Tax implications counsel must understand when structuring and funding the buy-sell agreement


Brian E. Hammell, Esq.
Sullivan & Worcester, Boston

Mr. Hammell has experience advising publicly traded and closely held business entities, including REITs, in multiple areas, including issues related to mergers and acquisitions, business reorganizations, secured lending, debtor and creditor rights, and other commercial transactions and disputes. He is frequent lecturer on tax planning and business formation, among other legal topics.

Martin B. Robins, Partner
FisherBroyles, Chicago

Mr. Robins practices extensively in the general corporate and corporate governance, M&A, finance, intellectual property (including licensing, compliance and DMCA) and information technology/data security areas. He represents public and private clients of all sizes and in all industries ranging from Fortune 50 multinational firms to substantial private companies to start-ups to individual executives. His work encompasses transactions of all sizes and covers a wide array of transactions including business acquisitions, shareholder buy/sell agreements bank and similar financing, software licenses and computer/telecom hardware procurements, joint ventures, equipment and real estate leases, patent licenses, outsourcing and managed service contracts. He also publishes extensively in a number of legal journals and presents at legal conferences.


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