Buy-Sell Agreements: Valuation Handbook for Attorneys - Z. Christopher Mercer II

Buy-Sell Agreements: Valuation Handbook for Attorneys Z. Christopher Mercer II ISBN 9781639055142

Buy-Sell Agreements: Valuation Handbook for Attorneys is a unique and authoritative resource for attorneys who advise and represent business owners.

Well-drafted buy-sell agreements are essential to ensuring a smooth and predictable transition when triggering events occur. Central to these agreements is a clearly defined valuation process that determines the price of the transaction. However, many existing buy-sell agreements rely on outdated language, vague appraisal provisions, or poorly defined valuation standards—often leading to disputes, uncertainty, and litigation.

Written by an experienced business appraiser with extensive firsthand involvement in buy-sell agreement disputes, this book critically examines common deficiencies in current agreements and offers practical guidance for improving them. It identifies seven essential valuation elements that should be expressly addressed in every buy-sell agreement, including:

• The applicable standard of value (such as fair market value)

• The level of value (such as financial control)

• Going concern assumptions

• The “as-of” valuation date

• Appraiser qualifications

• Appraisal standards to be applied

• Treatment of life insurance proceeds

The significance of addressing life insurance proceeds has become even more critical in light of the U.S. Supreme Court’s decision in Connelly, which is analyzed in detail in the book’s appendix.

To assist attorneys in practice, the book includes sample drafting language designed to clarify valuation procedures and reduce ambiguity. Whether reviewing an existing agreement or drafting a new one, attorneys will find Buy-Sell Agreements: Valuation Handbook for Attorneys to be an indispensable tool for creating enforceable, well-structured buy-sell agreements that stand up to scrutiny.

Buy-Sell Agreements: Valuation Handbook for Attorneys Z. Christopher Mercer II ISBN 9781639055142, 978-1639055142 & 9781639055159

Author
Z. Christopher Mercer II