University of Wisconsin–Madison

Small Business Exit Strategies: Fundamentals of Buy-Sell Agreements

Overview

If you are in business with other people, you need to start with the end in mind.  The time to think about how much each partner will receive is before someone decides to leave due to choice, illness, or other extenuating circumstances. By having an effective buy-sell agreement in place, you will be able to work with your partner(s) and sleep at night!

Who should attend:

Business owners who want to learn why you need a buy/sell agreement and what should this agreement include so you can sleep at night.

Class Description
Buy/Sell Agreements are drafted by attorneys who incorporate important legal provisions.  But what about those paragraphs dealing with the valuation provisions?  How will the business be valued? How much does each partner receive? These become the most critical paragraphs when a triggering event occurs.
While many buy-sell agreements only account for death or disability of an owner, there are many more triggering events that can happen. Before the event occurs, partners will want to discuss if the value should be
determined or allocated differently depending upon:
  • whether the exiting owner dies?
  • Is disabled?
  • Is quitting?
  • Retires?
  • Is fired?
  • Is laid off?

While owners can typically agree on this before knowing which one will “pull the trigger,” few agreements include an accurate reflection of the owners’ intent regarding valuation under these differing circumstances.  Ultimately, an agreement between business owners should reflect their intent—which means boilerplate language does not work.

In this seminar, we will cover why such phrases as “Fair Market Value” and “Book Value” are not sufficient direction to a business appraiser, and why formulas don’t work.  We will share a matrix we’ve developed for determining the intent of the owners under all triggering events so owners can create a document that will truly assist them when a triggering event occurs – saving them frustration, arguments and potential litigation.

Registration

Location: Online (live virtual class; registration link will be sent to participants shortly before the class date)

Schedule: 9:00 am –  11:15 am (includes a 15-minute break)

Date:  October 8, 2020

Fees and Registration information:

  • $99 for this course only (Small Business Exit Strategies: Fundamentals of Buy-Sell Agreements). Click to Register
  • $159 for the two-course series. Series includes: Beyond the Numbers: Understanding and Increasing Your Business’ Value AND Small Business Exit Strategies: Fundamentals of Buy-Sell Agreements.  Click to Register for seriesor call 608-262-3909 to register

Registration policy: Payment will be required at time of registration. You must have either a credit card or valid UW-Madison funding string to be able to register.

Cancellation policy: If you cancel before the program begins, there is a $25 cancellation fee. If you cancel after the program begins you will be charged for the full program fee. To cancel, call registration at 608-262-3909. If there is inclement weather, please call 608-263-2221 for a recorded message after 6:30 am for day classes or after 3:30 pm for night classes.

Disability Statement: Reasonable accommodations for persons with disabilities will be made if requested at least two weeks in advance. Contact the UW-Madison SBDC office at sbdc@bus.wisc.edu to request accommodations.

Instructors

Cathy DurhamCathy Durham

President of Capital Valuation Group, a 44-year old firm that helps business owners understand, increase and unlock the value of their businesses. For more than 25 years, Cathy has worked with business owners and advisers to determine the value of an equity interest in a business, identify ways to increase value, prepare for transitioning out of ownership, resolve owner disputes (family and non-family) and define valuation provisions of buy/sell agreements that are unambiguous. Cathy earned the Accredited Senior Analyst designation from the American Society of Appraisers and is a member of the ESOP Association. Recently, she has engaged in developing a web-based tool called Business Trend Analysis (BTA), to be used by business owners and advisors to help them understand and use the company’s historical financial data to manage their investment more successfully. Cathy teaches nationally on topics revolving around business value and serves, or has served, as a director on a number of for-profit and non-profit boards of directors.

Brad MuellerBrad Mueller, CLU®, ChFC®

Brad describes his “superpower” as distilling complex issues and products into understandable concepts, making it easy for clients to make informed decisions.  For the more than 20 years, Brad has worked alongside the attorneys, family offices, investment advisors and financial planners of some of the wealthiest families in the country, advising on insurance and wealth transfer issues.  In addition, he has advised countless business owners and professionals planning for business transition, retirement or leaving a legacy for their families and communities.

In addition to an extended network of financial experts, Brad brings with him over two decades of high level planning and insurance experience at firms such as Wipfli, CliftonLarsonAllen, Clifton Gunderson, Minnesota Life and Prudential.  He has been a main platform speaker at numerous financial and accounting industry conferences, continuing education events, and various business and consumer events.

Brad stays actively involved in his industry and community as a member of the Association of Advanced Life Underwriters, the Madison Estate Planning Council, the Financial Planning Association, the Concordia College Alumni Association (past Board of Directors member), the Middleton Outreach Ministry Board of Directors (Treasurer), and the West Middleton Lutheran Church Council (Treasurer and Vice President).