Chapter 11 Drafting Business Purchase and Restrictive Transfer Agreements (“Buy/Sell Agreements”)

Name: Chapter 11 Drafting Business Purchase and Restrictive Transfer Agreements (“Buy/Sell Agreements”)
Creator: vLex
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Index

Section 11.1 Overview
Section 11.2 General Formation Issues
Section 11.3 Choosing the Agreement Best Suited for Each Situation
Section 11.4 Tax Implications Related to Buy/Sell Agreements
Section 11.5 Practical Advantages and Disadvantages of Entity and Cross-Purchase Buy/Sell Agreements
Section 11.6 Defining Triggering Events and Restrictions on Transferability
Section 11.7 Option vs. Obligation to Purchase
Section 11.8 Voluntary and Involuntary Lifetime Transfers
Section 11.9 Transfer on Death or Disability
Section 11.10 Permitted Exceptions to Transfer Restrictions
Section 11.11 Funding Methods
Section 11.12 Insurance-Based Funding
Section 11.13 Other Funding Methods, Deferral of Payment, and Collateral
Section 11.14 Establishing the Purchase Price Upon a Triggering Event
Section 11.15 Choosing the Appropriate Method of Valuation
Section 11.16 Modification of Purchase Price Based on Triggering Event
Section 11.17 Corporate Governance and Miscellaneous Provisions
Section 11.18 Deadlock Remedies
Section 11.19 Drag-Along and Come-Along Rights
Section 11.20 Guarantees for Entity Purchase and Permitted Pledges
Section 11.21 Preservation or Termination of Subchapter S Status
Section 11.22 Cleanup of Corporate Obligations
Section 11.23 Other Relationships
Section 11.24 Default Provisions in the Absence of an Agreement
Section 11.25 Estate Planning Considerations
Section 11.26 Buy/Sell Agreement Worksheet
Section 11.27 Sample Agreement