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