Drafting Valuation Provisions for Closely Held Businesses in Buy-Sell Agreements and Governance Documents

Methodologies and Adjustments: Accounting for Real Estate Assets, Goodwill

A live 90-minute CLE video webinar with interactive Q&A

Tuesday, March 30, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

(Alert: Event date has changed from 2/25/2021!)

or call 1-800-926-7926

This CLE webinar will examine practical and legal issues in determining a closely held entity's value when facing a sale of a portion or the entire ownership interests. The panel will discuss the various forms of valuation methodology and how to incorporate these terms into governance documents and buy-sell agreements, as well as address future adjustments and the implications of valuing real estate and goodwill assets.


Corporate counsel that represents a closely held entity, whether it is a corporation, LLC, or partnership in which there are a small number of owners and no public market for the stock or shares, it can be difficult to discern the business' value. Whether the owners are looking to sell a portion of the business or the entire enterprise, creating a framework for valuation early in the corporate legal development can alleviate future disputes.

There are numerous valuation methodologies and advantages and disadvantages to using each. Some methodologies favor particular industries and whether conflicts of interest exist or where a fiduciary duty is owed. Drafting these provisions can also forestall future disputes among owners.

Outside of governance documents, corporate counsel might consider drafting buy-sell agreements that include methodology and adjustment provisions. However, counsel must consider when and how to incorporate an entity's real estate, whether it should be part of a single-asset sub-entity, and how and when to address goodwill as part of business value.

Listen as our authoritative panel discusses best practices for drafting valuation provisions in corporate governance documents and buy-sell agreements. The panel will address the various valuation methodologies and how corporate documents should anticipate adjustments and fixed value of all assets, including real estate and goodwill.



  1. Valuation methodology
    1. Net asset value
    2. The earnings approach
    3. Dividend-paying capacity
    4. The market approach
  2. Valuation adjustments
    1. Lack of marketability
    2. Minority interests
    3. Loss of a key person
    4. Built-in capital gain
  3. Buy-sell agreements and fixing value
  4. Attribution of value
    1. Real estate assets
    2. Goodwill as asset


The panel will review these and other key issues:

  • How should counsel assist in determining the value methodology in corporate governance documents and/or buy-sell agreements?
  • When should value adjustments be made to corporate documents to reflect business growth?
  • When should a buy-sell agreement address fixed value?
  • How can counsel work with appraisers, accountants, and other professionals to determine or calculate business assets, including real estate and goodwill? When should real estate be spun out away from other assets in determining value?


Berselli, Brent
Brent Berselli

Holland & Knight

Mr. Berselli is a partner in Holland & Knight's Portland office and is a member of the firm's Private...  |  Read More

Nadel, Heidi
Heidi A. Nadel

Senior Counsel
Holland & Knight

With two decades of sophisticated and diverse trial and appellate experience, Ms. Nadel concentrates her practice on...  |  Read More

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