Book Details

Buy-Sell Agreements

By Eric A. Manterfield

  • softcover
  • 200 pp.
  • ISBN: 9780831801298
  • Order Code BK93
  • $159.00
  • ONLINE: 2011
  • Online
  • 200 pp.
  • $159.00


In 2011, almost 100 reported cases involved buy-sell agreements, many of them ambiguous or poorly drafted. You don’t want yours to fall into that category!

Keep your clients—and their buy-sell agreements—out of court with this book from ALI CLE.

Purchasers receive FREE online access to editable checklists and forms!



Learn how to avoid errors in buy-sell agreements and how to draft them to your clients’ advantage!


Buy-Sell Agreements highlights common drafting mistakes that you should avoid, including those involving:

Valuation formulas


Transfers incident to divorce

Transfers to spouses

Lifetime transfers of an ownership interest

Gifts in trust

Children who work in a family business

Maintaining ownership within particular family groups

Resolving deadlocks without litigation

Severe restrictions on transfers of ownership interests

Purchase price adjustments to reflect final tax value

Subchapter S protection

Adjustments to the terms of installment purchase agreements depending on the buy-sell triggering event

Sales of the business that occur while payments pursuant to existing buy-sell agreements are being made

Coordination of the business buy-sell provisions with the personal estate plans of the owners

Systems for making sure the agreements are kept up-to-date

Placing limits on the number of advisers involved in drafting the agreement and establishing lines of communication between advisers


Mr. Manterfield also covers:

Triggering events

Setting the purchase price

Fixing the transfer tax value of the ownership interest

Pricing options

Funding methods

Using cross-purchases or redemptions



Buy-Sell Agreements also includes these editable checklists and forms, which are available online for purchasers to download:

Key issues for equity owners to consider

An agreement concerning stock

Rights of first refusal and tag-along rights

Registration rights provisions

Agreements concerning the binding nature of buy-sell provisions

An LLC operating agreement

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About the Author

Eric A. Manterfield, a Partner at Krieg DeVault in Indianapolis, concentrates his practice on estate planning, family business succession planning, and probate litigation. A Board Certified Specialist in Estate Planning and Administration, Mr. Manterfield is a former President of the Estate Planning Council of Indianapolis and has served as the Adjunct Professor of Estate Planning at the Indiana University School of Law in Bloomington for thirty years. He lectures regularly before attorneys, accountants, insurance professionals and the general public on estate planning topics.

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Free Downloads

Table of Contents

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Abbreviated Table of Contents

Purposes of the Buy-Sell Agreement
 Types of Buy-Sell Agreements
 Transfer Restrictions
 Triggering Events
 Setting the Purchase Price
 Fixing the Transfer Tax Value of the Ownership Interest
 Some concluding thoughts on pricing options
 Funding the Buy-Sell Agreement
 Special Buy-Sell Provisions for Partnerships
 Special Buy-Sell Provisions for Limited Liability Companies
 Special Buy-Sell Provisions for S Corporations
 Outline of Key Issues for Agreements Among Equity Owners
 Agreement Concerning Stock
 Rights of First Refusal and Co-Sale (Tag-Along) Rights
 Registration Rights Provisions
 Agreement To Be Bound By Buy-Sell Agreement
 Cross Purchase vs. Redemption and Type of Entity
 LLC Operating Agreement
 Common Mistakes in Buy-Sell Agreements

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