Valuation professionals have an important opportunity to assist clients with administering or litigating ownership agreements. This webinar focuses on the valuation implications of buy-sell agreements, including factors that influence value and selecting the method to determine the purchase price. The speakers will also discuss how the courts view buy-sell agreement disputes and they will give practical examples of disputes and eventual outcomes.

• Purpose and types of buy-sell agreements
• Buy-sell agreements and valuation engagements
• Tax purposes, IRC Section 2703
• Divorce purposes, jurisdictional considerations
• Triggering events leading to a transfer of ownership
•  Potential third party sale triggers;
• Viability of owner triggers; and
• Relationship severance triggers
• Key provisions
• Purchase price determination
• Restrictions on transferability and rights of first refusal
• Employment and non-compete arrangements
• Put and call options
• Funding and terms of purchase
• Preferred returns, conversion rights, and participation rights
• Factors influencing value and selecting the method to determine the purchase price
• Methods to determine the purchase price
• Fixed price (e.g. book value);
• Agreed-upon formula (e.g. multiple of earnings) or agreed-upon methodology (e.g. market derived); and
• Valuation performed by qualified business appraiser
• Advantages/disadvantages and common practices in purchase price determination
• Ambiguity of essential appraisal elements found in buy-sell agreements
• Standard of value
• Level of value
• Valuation date
• Appraiser qualifications & appraisal standards
• Scope & methodology
•  Buy-sell agreement disputes and case studies
• Results of attorney survey

• Understand the role buy-sell agreements play in protecting businesses and the interests of their owners in administering the transfer of ownership interests.
• Understand roles valuation professionals may play in assisting with the administration or litigation of buy-sell agreements.
• Understand the key provisions contained in buy-sell agreements.
• Understand the importance of periodically evaluating the provisions of buy-sell agreements in view of evolving characteristics of the business and the objectives of its owners.
• Insight into how valuation professionals may, among other areas, offer guidance on the provisions of buy-sell agreements pertinent to the determination of the purchase price upon various triggering events. 
• Understand the advantages and disadvantages of alternative methods to determine a purchase price and identify common pitfalls and red flags to avoid that could lead to disputes or inequitable arrangements. 
• Explore areas that valuation professionals should consider in terms of how buy-sell agreements can impact valuations for other purposes such as tax and family law. 
• Discuss how the courts may view buy-sell agreement disputes and practical examples of disputes and eventual outcomes