12
Date: Thursday, February 12, 2015
Time:
10:00am-11:40am PT / 1:00pm-2:40pm ET
Format: A BVR Webinar

Earn 2 CPE credits
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Featuring  (click image for bio)

Brian Burns
CPA/ABV/CFF, ASA
Dixon Hughes Goodman
Chris Mitchell
CPA/ABV/CFF
Dixon Hughes Goodman

About This Program

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.

Agenda

  • 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

Learning Objectives

  • 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

Single Connection Policy

Admission to this event authorizes one computer and phone connection for one location. These connections may be transferred users and/or locations. Multiple concurrent connections for a single admission registration are not allowed.

Multi-User CPE Policy

Admission to this program includes one CPE certificate for one individual. Any additional listeners requesting CPE must pay a processing fee assessed at the completion of the online CE survey for this course.

CPE Processing Fees may be bypassed by entering a valid, unused CPE Authorization Code (for single event purchasers) or by logging into BVR's website (for subscribers to BVR's Training Series).

CPE Information

Prerequisites: Knowledge of Business Valuation
Program Level: Advanced
Preparation Required: None
Delivery Method: Group Internet-Based
Recommended CPE: 2 Credit Hours (Specialized Knowledge & Applications)


Business Valuation Resources 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 submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.
NASBA Sponsor


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