Buy-Sell Agreements:
Ticking Time Bombs or Reasonable Resolutions?
Price: $79.00 (plus shipping & handling)
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Does your or your clients' buy-sell agreement say what you think it says? You might be surprised.
Written for business owners, attorneys, CPAs, business appraisers, and other professional advisors to business, this book provides a road map for you (or your clients) to develop or improve your buy-sell agreement.
The first book written from a valuation perspective which is important to note because business appraisers are usually consulted when there is a problem! Learn from our 25 years of experience working with well-constructed and not-so-well constructed buy-sell agreements (in almost every case no one realized there were problems until a trigger even occurred!).
Highlight Sections/Chapters include:
- Categories & Types of Buy-Sell Agreements
- Process & Single Appraiser Buy-Sell Agreements
- Process Timetables (why it takes more time than you think)
- The Six Defining Elements of Buy-Sell Agreements (Agreements must have all six but most do not)
- War Stories from our experience
- The Buy-Sell Audit Checklist (This alone is worth the price of the book)
- In addition, the ASA BV Standards and USPAP Standards 3, 9 & 10 are reprinted in full for your convenience
Note: Click here to download an order form for this book (pdf) and fax back to 901.685.2199
To summarize Buy-Sell Agreements in one word, that word would be "methodical." Mercer focuses like a laser beam on virtually all of the possible permutations of the pricing and valuation provisions of buy-sell agreements, together with the advantages and disadvantages of each ... Buy-Sell Agreements offers a comprehensive buy-sell audit checklist that alone makes it worthy of purchase, serious use and study.
If you are looking for a book that has a comprehensive discussion of the pricing and valuation aspects of buy-sell agreements (which I've really not ever seen before), this is it ... Buy-Sell Agreements is a no-brainer addition to the library of every one who works with or who drafts buy-sell agreements.
L. PAUL HOOD, Esq.
Appeared in Steve Leimberg's Business Entities Newsletter, Issue 119, 3/13/07
Courtesy: Leimberg Information Services, Inc. (LISI) at www.leimbergservices.com
In this eminently well-written, concise, and non-technical book, Chris lays out the fundamental parameters and processes that must be considered to minimize problems. ... Appraisers who read this book and apply its lessons will be able to position themselves in the marketplace as not just valuation specialists but in the wider role of facilitators of business valuation dispute resolutions, a much more productive role for us.
RAND M. CURTISS, FIBA, MCBA, ASA, ASA
President, Loveman-Curtiss, Inc.
Chair of the American Business Appraisers
National Network
Published on IBA Discussions Blog at www.go-iba.org/blog
In the teacher’s manual to our Business Associations case book, my friend, colleague and coauthor Bill Klein posits that “any lawyer who advises people entering into a business venture and who fails to urge the adoption of a buy-sell agreement is guilty of malpractice.”
Z. Christopher Mercer’s new book Buy-Sell Agreements: Ticking Time Bombs or Reasonable Resolutions offers a tremendously useful guide to these remarkably important contracts. In it, he provides guidance for business people and their financial advisors to use in assessing the need for a buy-sell agreement and, if one is appropriate, deciding on key terms. It will also be very useful to counsel drafting buy-sell provisions, as it offers drafting checklists and samples of how various issues can be treated. I recommend it very highly.
STEPHEN BAINBRIDGE
William D. Warren Professor of Law, UCLA
Published on ProfessorBainbridge.com
Mr. Mercer has done a great job of addressing the reasons business owners might want to have a buy-sell agreement and the business factors these business owners should consider in the agreement. ...Overall, Mr. Mercer provides valuation practitioners, business consultants, and business owners with a very useful handbook for preparing, reviewing and interpreting buy-sell agreements.
DAVID A. ELLNER, CPA/ABV
The Financial Valuation Group
Published in the AICPA ABV e-Alert
Volume 9, Issue 2, February/March 2007
INTRODUCTION
Who Should Read This Book
Why This Book Is Important
Definition
Key Aspects of Buy-Sell Agreements
How to Read This Book
SECTION ONE:
AN INTRODUCTION TO BUY-SELL AGREEMENTS
Chapter 1: How Buy-Sell Agreements Come Into Existence
Chapter 2: What Are Buy-Sell Agreements Designed To Accomplish?
Chapter 3: Business Factors to Consider With Buy-Sell Agreements
SECTION TWO:
CATEGORIES & TYPES OF BUY-SELL AGREEMENTS
Chapter 4: Categories of Buy-Sell Agreements
Chapter 5: Types of Buy-Sell Agreements
Chapter 6: Fixed Price Buy-Sell Agreements
Chapter 7: Formula Buy-Sell Agreements
Chapter 8: Shotgun Agreements
Chapter 9: Rights of First Refusal
SECTION THREE:
PROCESS BUY-SELL AGREEMENTS
Chapter 10: Introduction to Process Buy-Sell Agreements
Chapter 11: Process Buy-Sell Agreements
Chapter 12: Multiple Appraiser Agreements
Chapter 13: Single Appraiser Agreements
Chapter 14: A Hybrid Agreement (Single Appraiser Agreement with Multiple Appraiser Options)
Chapter 15: Other Items of Importance in Process Buy-Sell Agreements
SECTION FOUR:
SIX DEFINING ELEMENTS OF BUY-SELL AGREEMENTS
Chapter 16: Defining Element #1: The Standard of Value
Chapter 17: Defining Element #2: The Level of Value
Addendum to Chapter 17
Chapter 18: Defining Element #3: The “As Of” Date of the Appraisal
Chapter 19: Defining Element #4: Appraiser Qualifications
Chapter 20: Defining Element #5: Appraisal Standards
Chapter 21: Defining Element #6: Funding Mechanisms
SECTION FIVE:
WAR STORIES
Chapter 22: War Stories
SECTION SIX:
ACTION ITEMS
Chapter 23: Buy-Sell Audits & Buy-Sell Audit Checklist
Chapter 24: The One-Percent Solution
APPENDICES
Appendix A: The “Valuation Professional” vs. the “Industry Expert”
Appendix B: Business Valuation Professional Credentials Chart
Appendix C: Uniform Standards of Professional Appraisal Practice
Appendix D: Business Valuation Standards© of the American Society Of Appraisers
