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About the Teleseminar
Buy/sell agreements are the principal means by which owners of a closely held business regularly value the company and provide a market for selling or exchanging interests in the company. Without buy/sell agreements there is little opportunity for retiring partners, or the estates of those who are deceased or bankrupt, to sell their interests in the company. There are a myriad of buy/sell alternatives involving the sale of interests among the owners, the owners and the company itself, or some blend of the two. The valuation methodology used for the buyout and funding sources are also essential for a successful buy/sell arrangement. This program will provide you with a draftsman’s guide to the major components of a buy/sell agreement, discuss valuation and funding mechanisms, dispute resolution, and major tax issues.
December 4, 2012 – Part 1:
· Types and differences among buy/sell agreements – cross-purchase, entity redemption, and hybrid approaches
· Framework of major provisions of buy/sell agreements
· Valuation methodologies and timing – independent appraisals, formula clauses and more
· Rights of first offer v. rights of first refusal
· Different issues involving retirement v. death v. bankruptcy of departing owner
Patrick J. Linden is special counsel in the Denver office of Faegre Baker Daniels, LLP, where his practice focuses on corporate, securities and transactional law for clients ranging from start-ups and emerging growth clients to Fortune 500 companies. He has extensive experience with public and private mergers and acquisitions and routinely represents clients in their equity and debt financing activities. He also represents private equity and venture capital funds in their investment and M&A transactions. Mr. Linden received his B.S./B.A., cum laude, from the University of Denver, M.S. in finance from the University of Denver, and his J.D. from the University of Denver College of Law.
Trygve Kjellsen is a partner in the Denver office of Faegre Baker Daniels, LLP, where his practice involves the full range of corporate and securities work, with an emphasis on mergers and acquisitions, strategic alliances and finance. He also has extensive experience advising foreign clients on their private equity investments in US companies. Before entering law practice, he worked in the financial services industry. Mr. Kjellsen earned his B.S., cum laude, from Truman State University and his J.D. from Rutgers School of Law.
Mandatory MCLE Credit Hours and Legal Ethics & Professional Responsibility (LEPR) Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Specialty Credit.