Course Overview and Purpose
This webinar provides advanced estate planning attorneys with a comprehensive examination of buy-sell agreements in closely held businesses, focusing on their structure, valuation, and tax implications. The webinar covers fundamental concepts, including triggering events, pricing methodologies (fixed, formula, and appraisal-based), and the critical defining elements of effective agreements such as standard and level of value, valuation date, and appraiser qualifications. It also analyzes funding mechanisms and the income and estate tax consequences of buy-sell transactions, including cross-purchase versus redemption structures. The program further explores key Internal Revenue Code provisions, Treasury Regulations, and recent case law to illustrate when agreement pricing will be respected for estate tax purposes and how improper structuring can create adverse tax outcomes. This 65-minute webinar fulfills 1 hour of General CLE credit.
Target Audience: Advanced Trust & Estate Planning Attorneys
Learning Objectives:
Identify the fundamental purposes and mechanics of buy-sell agreements, including common triggering events.
Distinguish among fixed-price, formula, and valuation process methods and evaluate their respective advantages and risks.
Analyze seven defining elements of buy-sell agreements, including standard of value, level of value, valuation date, and appraisal standards.
Evaluate funding mechanisms for buy-sell agreements, including structured payments and insurance solutions.
Compare the income and estate tax consequences of cross-purchase and redemption transactions.
Assess the requirements for a buy-sell agreement to fix estate tax value, including the six key criteria such as determinable price, restriction on lifetime transfers, bona fide business arrangement, and comparability to arm’s-length transactions.
Apply IRC §2703, Treasury Regulations, and relevant case law (e.g., Connelly and Huffman) to determine when buy-sell agreement pricing will be respected for estate tax purposes.
Content Outline:
I. Introduction – Buy-Sell Agreement Fundamentals
A. What Is a Buy-Sell Agreement?
B. Potential Trigger Events
C. Types of Buy-Sell Agreements and their Advantages and Risks
1. Fixed Price Agreements
2. Formula Price Agreements
3. Valuation Process Agreements
II. Defining Elements of a Buy-Sell Agreement
A. Standard of Value
B. Level of Value
C. The "As Of" Date
D. Appraiser Qualifications
E. Appraisal Standards
F. Going Concern Value
G. Funding Mechanism
III. Tax Code Considerations
A. Tax Consequences of Buy-Sell Agreements
1. Cross-Purchase vs. Redemption
2. Sale or Dividend Distribution
B. Fixing Estate Tax Values with Buy-Sell Agreements
1. Treasury Regulation § 20.2031-2(h) and Its Application
2. Internal Revenue Code § 2703
IV. Case Examples and Practice Tips
A. Connelly v. United States
B. Huffman v. Commissioner
V. Conclusion and Q&A
Instructional Method: Live Webcast / Webinar (interactive) with attendance verification
Program Level: Intermediate
Duration and Credit Hours: The total instructional time for this webinar is 65 minutes, qualifying for 1 CLE credit hour.