Many new business owners forget one of the most important aspects of creating a new business relationship: clearly defining the importance of future changes in the management and control of the business. What happens, for example, if your partner dies, is disabled or is unable to work? What if she asks for a divorce? Or bankruptcy? A well-designed buy-sell agreement deals with these and other important issues – before things get ugly. Sometimes buy-sell agreements only require evaluations after the triggering event has occurred. for example: “When a triggering event occurs, both parties call in an expert to evaluate the participation of the owner who sells his stake. If the valuations are 10% of the other, the values are average, and this average is the transaction price at which the interest is bought. If both valuations are outside of 10% of the value of the other, a third appraiser is selected and this valuation is used to determine the value of the transaction. “In such a case, the third expert can help determine the final value, but sometimes these situations end in court because one of the parties feels betrayed. There are three main types of sales and sale contracts: (1) the “take-over agreement” under which the company acquires the shares of the outgoing owner; 2) the “Cross Purchase” agreement, under which the remaining owners buy the outgoing owner, and 3) the “hybrid” agreement under which the company and the owner may have the opportunity to buy the outgoing owner. Most purchase and sale agreements are written and verified by experienced lawyers, and such ambiguities will be corrected during this process. Sometimes, however, owners create purchase-sale agreements themselves to avoid a lawyer`s fees (which was the case in the case of the example below).
While this can save money in the short term, it can be extremely expensive in the long run. Litigation can cost up to a hundred times what it would have cost to establish a formal agreement. The few thousand dollars entrepreneurs spend today could save millions in the future. A purchase-sale contract is a binding contract between the co-owners of the company for the future ownership and operation of the business. an appropriate buy-sell agreement addresses issues such as mechanisms for the voluntary transfer of its stake in the company by each co-owner (1); (2) involuntarily after the death, obstruction, divorce, retirement, bankruptcy or termination of the co-owner; (3) in the event of termination of employment for inconsistent and non-inconsistent reasons; and (4) in case of blockage between the owners….