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Effective Buy-Sell Agreement

April 30, 2013

In an interesting recent engagement, corporate counsel for a large Northern California printer engaged us to perform the work required by an innovative and effective Buy-Sell Agreement. Negotiated over ten years ago, the Buy-Sell Agreement required the company to hire two independent appraisers to provide an opinion as to the fair market value of a 50% interest (there were two equal shareholders) in the common stock of the company.

The Buy-Sell Agreement contained actual conditions for the scope and conduct of work. Corporate counsel worked with both appraisal firms to produce a duplicate set of documents prepared pursuant to a joint information request. Then, one joint on-site management interview was conducted with both appraisers in all meetings. Questions and discussions were far ranging and informative. Both shareholders and both appraisers were able to express and discuss their views of operations, the industry, future expectations and job responsibilities.

As required by the Buy-Sell Agreement, the appraisers were not to consult or discuss their work. On an agreed date, both appraisers submitted their scope-restricted reports to corporate counsel. Proving what ABA has long believed, two skilled appraisal firms acting (as they should) as non-advocates submitted reports within $ 25,000 of each other with an interest worth six (6) figures.

The dispute was settled quickly and fairly due to an effective and innovative Buy-Sell Agreement.

 

Valuations play a part in transactions, taxation, and litigation. For additional information or advice on a current situation, please do not hesitate to call.

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