Below are four critical topics you and your lawyer should consider when drafting your company's buy-sell agreement. Identify the Parties Involved. Agree on the Trigger Events. Agree on a Valuation Method. Set Realistic Expectations and Frequently Review the Agreement Terms. About the Author.
What should be included in a buy-sell agreement? Any stakeholders, including partners or owners, and their current stake in the business' equity. Events that would trigger a buyout, such as death, disability, divorce, retirement, or bankruptcy. A recent business valuation.
It is usually the case that all of the shareholders in a company are parties to a shareholders' agreement. However, that is not always the case.
These parties may be referred to as vendor and buyer, client and service provider, or more commonly, promisor and promisee. In certain cases, a third-party beneficiary may be assigned to profit from the agreement without being legally obligated to perform anything under the contract.
The biggest difference is that an SPA is the sale of all shares, and an APA is the sale of selected assets. Therefore, they are both different transactions and have different procedures. 2. With a SPA, all shareholders in the company must be consulted and agree to sell their shares in the company.
Choice – on an asset deal buyers can pick and choose what assets and liabilities they want to take on, leaving what they don't want behind. That way risks can be minimized. On a share deal there is additional risk because the buyer gets everything “warts and all”.