Buy-Sell Agreements for Partnerships and Closely Held Companies

Crafting Agreements for Transfer of Ownership

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

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Conducted on Tuesday, January 26, 2010

Recorded event now available

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Course Materials

This CLE course will address critical aspects of buy-sell agreements, including key provisions, funding mechanisms, and an overview of income and estate tax considerations.


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.



  1. Drafting Buy-Sell Provisions
    1. Structuring the buy-out: cross-purchase v. entity purchase
    2. Essential terms
  2. Funding Mechanisms
    1. Insurance products
    2. Other mechanisms — cash flow, asset sales, loans, sinking funds, reserves, installment payments
  3. Tax Ramifications
    1. Redemptions v. cross-purchase
    2. Payments to retiring members
    3. Allocation of profit and loss
    4. Estate planning considerations
    5. Consequences of funding with insurance


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?


Steiner, Bruce
Bruce D. Steiner

Of Counsel
Kleinberg Kaplan Wolff & Cohen

Mr. Steiner has over 35 years of experience in the areas of taxation, estate planning, business succession planning and...  |  Read More

Michael D. Cross, Jr.
Michael D. Cross, Jr.

Briskin Cross & Sanford

His practice focuses on business law, including general corporate transactions, mergers & acquisitions, partnership...  |  Read More

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