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Business Buyout Agreements: Plan Now for Retirement, Death, Divorce or Owner Disagreements [With CDROM] [Paperback]

Anthony Mancuso , Bethany Laurence

Price: CDN$ 54.85 & FREE Shipping. Details
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Book Description

July 12 2010 Business Buyout Agreements
Everything partners need to create a "business prenup" that will protect a business if someone leaves.

If you're like many entrepreneurs, being in business means working with one or more co-owners. But what will happen to your company if a co-owner:

  • wants out of the business?
  • wants to retire?
  • goes through personal bankruptcy?
  • wants to sell his shares to someone else?
  • goes through a divorce?
  • passes away?

    To make sure there's a smooth transition following someone's departure, it's essential that you create a sort of "premarital agreement" for your business with a "business buyout agreement" (or "buy-sell agreement"). This legal document clarifies when co-owners can sell their interest, the circumstances when someone must sell, who can buy into the business and what price will be paid.

    Business Buyout Agreements walks you through creating your own contract, which is included on CD-ROM and as a tear-out. It provides all the tax and legal information you need at every step.

    List of Forms

  • Buy-Sell Worksheet
  • Buy-Sell Agreement (Ownership Agreement)
  • --This text refers to an alternate Paperback edition.

    Product Details

    • Paperback: 338 pages
    • Publisher: NOLO; 5 Pap/Cdr edition (July 12 2010)
    • Language: English
    • ISBN-10: 1413311954
    • ISBN-13: 978-1413311952
    • Product Dimensions: 22.7 x 18 x 2 cm
    • Shipping Weight: 431 g
    • Amazon Bestsellers Rank: #1,896,755 in Books (See Top 100 in Books)

    Inside This Book (Learn More)
    Browse Sample Pages
    Front Cover | Copyright | Table of Contents | Excerpt | Index
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    Customer Reviews

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    Most Helpful Customer Reviews on Amazon.com (beta)
    Amazon.com: 4.7 out of 5 stars  15 reviews
    10 of 11 people found the following review helpful
    5.0 out of 5 stars Solving a Potentially Big Problem Sept. 1 2005
    By John Matlock - Published on Amazon.com
    I've seen partnerships start up, full of promise and mutual love. I've seen very few last very long. And the breaking up of the partnership has usually been pretty messy. It's a lot like a divorce, where a pre-nuptial would have saved everybody a lot of pain.

    This book first sets the stage by describing what can happen. What happens when one of the partners wants to quie, goes through a messy divorce (he's a good partner, but now you're partner with his ex!), or if he is simply disabled (alcohol or Alzheimer's).

    The answer, of course, is advance planning. Business Buyout Agreements does a lot of this planning for you. It describes the situation, what should be included, all the things that you need to think about. In fact, it describes more situations than you are ever likely to think about in advance.

    The book includes a CD-ROM which has a worksheet and a buyout agreement that has been successfully used by dozens if not hundreds of companies.
    3 of 3 people found the following review helpful
    5.0 out of 5 stars Nolo: Business Buyout Agreements Nov. 16 2010
    By H. J. Spivack - Published on Amazon.com
    Format:Paperback|Vine Customer Review of Free Product
    This is the fourth or fifth book published by Nolo that I've read. Nolo is a website that promises "Legal Solutions for You, Your Family & Your Business" and they do it in fairly plain language. I am not an attorney, but I work with attorneys all the time. Nolo lets me know what they're talking about (or going to be talking about) in the meetings and is invaluable as a research tool. I like the site and what they do ([...])

    This book is about Business Buyout Agreements and its terrific. Buyouts are complex situations and they have to be done right early in the game when everyone is happy, healthy and convinced they are all going to get rich together forever. In short, the buyout agreements typically get done at the worst of all possible times, when partners don't know what they will one day have except a shared dream. The first section of the books describes situations, what it was and how it ended. There are a few nightmare scenarios mentioned, when divorce interferes, or one partner becomes disabled. It sparks the brain to thinking about the things that are unforeseen but do happen in life. Its very common that a partner dies and leaves their half of your business to their spouse who knows nothing about the business except that they now expect you to do all the work that you and your partner did.

    There are solutions and the book does an excellent job of describing steps, whether to purchase life insurance (Entity or Stock Redemption), how they are structured and which would be better in certain situations. It doesn't have to be life insurance. There are insurance models that kick in on disability. There are planning techniques that can be applied and Nolo does a good job in educating the consumer on those techniques.

    This book will not be confused with a law text. It is written for the consumer who wants to learn what they need to know and the book does an excellent job of doing just that. Well recommended.
    1 of 1 people found the following review helpful
    5.0 out of 5 stars So Many Things to Think About Feb. 22 2011
    By Warren Holzem - Published on Amazon.com
    Format:Paperback|Vine Customer Review of Free Product
    I own a small business, and frankly, I had not given much thought to how it's all going to end some day. I just figured that at some point down the line I'd just find a buyer, and that would be that. Being single, with no dependants, and no business partners, I didn't think too much about it. But after looking through this book, even I'm starting to think about the implications of some of my choices.

    If you're married, plan to get married, or have any business partners or investors, I think this book should be required reading before you get too far into developing your business. And if your business partners or investors are married, or have any other business interests, it becomes even more important.

    Things may be all happy today. You may all have an understanding of where you collectively think things will eventually go, but things change! You can't anticipate every change, but you need to have some idea of what you need to do to protect yourself for those changes.

    Of course the more complex things are, the more important it is to have an attorney involved, too, but you should be going into the attorney's office knowing something about what questions to ask, and what general direction you want to go. And this book is important in that aspect too.
    1 of 1 people found the following review helpful
    5.0 out of 5 stars This Seems to Cover Just About Everything! Jan. 17 2011
    By Happy Reader - Published on Amazon.com
    Format:Paperback|Vine Customer Review of Free Product
    There are a whole lot of ways that something can upset the ownership of a small business, and I really think this book covers just about everything. It also gives you a CD with forms you tailor to your situation and print out, as well as a tear-out form as an appendix. It can't get much easier.

    This book is thorough, and covers both voluntary and involuntary transfer of ownership. For example, not only does it discuss how a buy-out agreement may cover the buy-out of an owner disabled by sickness or accident, it discusses the importance of defining "disability". How about if an owner loses a license needed for operations? What if an owner goes into personal bankruptcy (for circumstances not connected to the company)? A divorce, where the "leaving" spouse is awarded part of the corporate stock in the settlement is not uncommon, because the company stock may be one of the biggest assets of the owner getting divorced.

    In each of these circumstances, if the stock certificates do not have notations indicating that they are subject to the shareholder's buy-out agreement, the remaining shareholders may be subject to a convoluted and expensive mess. A fair buy-out is just as important to the departing owner. For example, if you are disabled and need the cash now to pay medical bills, a buy-out agreement could help insure that you don't have to settle for a fire-sale price on your stock.

    The authors give you a good run-down on possible tax issues, but if your situation or goals are complicated, they recommend you take your form to a tax advisor before finalizing.

    The chapter on Structuring Buyouts notes that if the corporation or LLC is buying back the stock of a departing owner(instead of the other owners personally buying the departing owner's stock), the buy-out needs to keep in mind the state's rules on financial solvency. That is, after the buyout, the company must still have a financial statement that meets state requirements. The state may require, for example, that a corporation have total assets equal to 150% of total liabilities. If not carefully structured, a buy-out could result in significantly reduced assets (cash paid to departing owner) or significantly higher liabilities (a new note payable to the prior owner) that would keep the corporation from meeting the solvency requirement.

    I will add that even if the remaining owners are purchasing the stock personally, they need to pay attention to state requirements if the remaining owners need to borrow from the corporation to pay the departing owner, or if the remaining owners need to take unusally high salaries or withdrawals to pay the departing owner.

    Not mentioned in the book is the additional possible solvency requirements of a financial institution or bonding company. I worked as a surety bond underwriter for 28 years. Most of our accounts were contractors, but other types of companies also require bonds. I saw instances where the kids carrying on the company wanted to buy out their retiring father, but doing so raised the corporate debt so much that it was more difficult for the construction company to qualify for the same bonding limits it had before the buy-out.

    In the same vein, many companies have a bank line, a short-term lending facility for cash flow purposes, generally for a term of not more than one year. It is common for a bank to add solvency conditions to a bank line, such as a maximum debt to worth ratio. If the corporation's debt ratio goes too high (because assets are lower or debt is higher or net worth is lowered because the corporation buys back stock), the bank can declare the loan in default even if payments have always been made appropriately.
    1 of 1 people found the following review helpful
    5.0 out of 5 stars Excellent busines information & clearly written Aug. 19 2010
    By Chen Sun - Published on Amazon.com
    Format:Paperback|Vine Customer Review of Free Product
    Co-ownerhsip agreements always seemed frightening to me because these are complex and require expert legal knowledge. This book certainly alleviated most of my fears. It is lucidly written in laymen terms and explains how to structure owners' buyout agreements, including tax implications.

    Unless the reader has an excellent legal mind, I still recommend the final agreement be written by a lawyer because, unlike many Nolo topics (and I've read many), buyout agreements, I feel, are particularly complicated and because when the buyout event occurs, it can be very costly.

    The book advises that these following situations definitely requires a lawyer and tax advisor input: family business owners, minority/majority owners, owners with vastly different needs, and older owners.

    I'm sure some very smart people can use this book to create binding documents. And, if financially tight, necessity will create the ability to correctly use this document. But, the best use of this book, in my opinion, is to understand one's options in negotiating the business buyout agreements and then to lower one's legal and tax advisor costs by being an intelligent client for lawyers and tax accountants.

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