Understanding Buy-Sell Agreements: What You Must Know About These Ticking Time Bombs
Presented by Business Valuation Resources, LLC
Featuring Z. Christopher Mercer, ASA, CFA of Mercer Capital, Paul Hood, Jr., Esq. and Hugh Q. Gottschalk of Wheeler Trigg Kennedy
Telephone Dial-In Audio Conference
Friday, September 12, 2008
10:00am-11:40am PT / 11:00am-12:40pm MT / 12:00pm-1:40pm CT / 1:00pm-2:40pm ET
Earn 2 CPE credits or 1.5 CLE credits for participating in this conference
“Buy-sell agreements have always plagued me. You write them and they never come out the way you think they should …"
Attorneys and other planners work diligently with shareholders/investors to craft solid buy-sell agreements. However, this often comes at the end of a transaction process when the shareholders/investors think that all is done and they should be able to get down to business. They typically do not want to incur further legal costs and are ready to move on so they give the buy-sell agreement little thought because, as is so often said “There will never be a problem, anyway.” Famous last words!
A life insurance professional told us a story that after hearing one of our recent presentations on buy-sell agreements, he decided to approach four of his clients to talk about their buy-sell agreements. Because he focused on this niche and had the information we provided in the speech, he was able to review each client’s buy-sell agreement and offered real value to his clients by finding areas that could potentially become problems.
Buy-sell agreements can be “ticking time bombs” for their clients if not written correctly, and can cause major liabilities, losses and disputes when it comes time to sell a company. There are myriad business factors to consider. Gaining a better understanding of these important business agreements is critical to providing business clients the best counsel. Join experts Chris Mercer, ASA, CFA of Mercer Capital and Paul Hood, Jr., Esq to unravel the challenges faced by planners when crafting buy-sell agreements for clients.
Agenda & Learning Objectives (Pacific Time):
- Understand the defining elements that should be present in every buy-sell agreement and unravel common misunderstandings that end up in big money issues
- Learn the challenges faced by planners when crafting buy-sell agreements for clients
- Learn how to approach your clients to review their buy-sell agreements and what types of agreements are right for your client – a business opportunity for you and a real service for them
- Review several real-life examples of buy-sell agreements that went well and those that didn’t - Learn the dangers of poorly constructed agreements and the pitfalls of buy-sell templates
- Learn how to review a buy-sell agreement from a valuation perspective specifically for planners
- Gain insights into fixed-price and formula pricing
- Understand the different appraisal mechanisms
Z. Christopher Mercer is founder and chief executive officer of Mercer Capital. Mercer Capital is a business valuation and investment banking firm serving a national and international clientele. In addition, Mercer Capital provides investment banking and corporate advisory services including sell-side and buy-side merger & acquisition representation, fairness opinions, solvency opinions, business interest and securities valuation, and board presentations, among others.
Mr. Mercer began his valuation career in the late 1970s. He has prepared, overseen, or contributed to hundreds, if not thousands, of valuations for purposes related to M&A, litigation, and tax, among others. He is a prolific author on valuation-related topics and one of the most sought after speakers on business valuation issues for national professional associations and other business and professional groups.
In addition to this publication, Mr. Mercer is the sole author of four books including Valuing Shareholder Cash Flows: Quantifying Marketability Discounts, Valuing Enterprise and Shareholder Cash Flows: The Integrated Theory of Business Valuation, Quantifying Marketability Discounts, and Valuing Financial Institutions. Mr. Mercer is also a contributing author to Valuation for Impairment Testing. He has also published scores of articles and given numerous speeches on topics related to business valuation and investment banking.
A native of Alexandria, Louisiana, Paul received a J.D. from Louisiana State University Law Center in 1986 and a Master of Laws in Taxation from Georgetown University Law Center in 1988. Paul taught the estate and gift taxation course in the Graduate School at the University of New Orleans. He is a Fellow in the American College of Trust and Estate Counsel.
Paul serves on the BNA Tax Management Estate, Gift and Trust Advisory Board in Washington, D.C. He previously served as a member of the Trust Code Committee and the Charitable Trust Law Committee of the Louisiana State Law Institute. Paul previously served as a member of the Tulane Law School Estate Planning Institute Advisory Committee. He has been qualified as an expert witness in several courts in estate planning and in tax, probate and trust matters. Paul has been appointed as a special master by Louisiana district courts.
Paul has spoken at conferences sponsored by a number of law schools, including NYU, Duke, Georgetown, Tulane, LSU and Loyola (N.O.), and, as well as at conferences sponsored by many professional organizations, including LSBA, AICPA and many estate planning councils across the country.
Paul's articles have appeared in a number of national publications, including Estate Planning, Probate Practice Reporter, BNA Tax Management Memorandum, CCH Journal of Practical Estate Planning, Digest of Federal Tax Articles, Loyola Law Review, Louisiana Bar Journal, Tax Ideas and Charitable Gift Planning News. He is on the team that covers estate planning recent developments for Leimberg Information Services, an internet based estate planning professional newsletter. Paul recently revised BNA Portfolio 830, Valuation: General and Real Estate. He is consulted by, and is frequently quoted in, professional and business periodicals such as Lawyers Weekly USA, Money, Fortune and The Wall Street Journal.
Involved in numerous charitable, social and civic endeavors, Paul is a past chair of the Tax Section of LSBA, and he has served as an officer, and on boards, of numerous organizations. Paul served for a little over eight years on the three member Louisiana Board of Tax Appeals, Louisiana’s tax court, as an appointee of Governor Foster.
Paul’s practice is heavily concentrated in family business and wealth matters, including estate and trust planning, as well as estate and trust litigation. Paul represents families, beneficiaries, trustees, executors and foundations.
Paul lives in Mandeville, Louisiana, where he is active with his sons, Paul III, age 12, and Evan, age 9. A former graduate assistant in the LSU Athletic Department, Paul coaches baseball, and he is a paid pitching instructor who specializes in new pitchers from ages 9-14.
Mr. Gottschalk's practice focuses on commercial, product liability, and toxic tort litigation. He has always enjoyed the trial practice because it provides him with the opportunity to present complex and technical information to a jury who are almost always trying to do the right thing. Overcoming all of the technical arguments and issues and convincing a jury that the right thing to do is to render a verdict for a client is endlessly challenging and extremely satisfying to him.Mr. Gottschalk's practice areas include commercial, intellectual property, product liability, professional liability, securities, and toxic torts. Mr. Gottschalk received his J.D. from University of Colorado School of Law.
CPE Credit Information
2 Interactive CPE Credits (Consulting Services)
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