(1st Edition) July 2014
TABLE OF CONTENTS
File Name Book Section Title
CH01 Chapter 1 Preliminary Considerations
01-008 §1.8 Corporate Consent to Legal Services
01-009 §1.9 Partnership or Limited Liability Company Letter Agreement Regarding Instruction of Legal Counsel 01-013 §1.13 Sample Form: Conflict Disclosure Letter and Consent 01-016 §1.16 Nonrepresentation Letter
01-018 §1.18 Letter Requesting Consent From Adverse Client 01-021 §1.21 Disclosure Letter (Equity Interest in Business Venture
as Compensation for Legal Services) 01-023 §1.23 Checklist: Buy-Sell Agreement Provisions CH02 Chapter 2 Estate Planning Considerations
02-008 §§2.8-2.32 Buy-Sell Provision Confirming Separate Property Interest: Shareholder Has No Spouse or Registered Domestic Partner
§2.9 Buy-Sell Provision Confirming Separate Property Interest: Partner Has No Spouse or Registered Domestic Partner
§2.9A Buy-Sell Provision Confirming Separate Property Interest: Member of LLC Has No Spouse or Registered Domestic Partner
§2.10 Buy-Sell Provision Confirming Separate Property Interest: Shareholder With Spouse or Registered Domestic Partner
§2.11 Buy-Sell Provision Confirming Separate Property Interest: Partner With Spouse or Registered Domestic Partner
§2.11A Buy-Sell Provision Confirming Separate Property Interest: Member of LLC With Spouse or Registered Domestic Partner
§2.12 Statement of Spouse or Registered Domestic Partner Confirming Separate Property Business Interest §2.13 Buy-Sell Provision Confirming Community Property
Interest: Shareholder
§2.14 Buy-Sell Provision Confirming Community Property Interest: Partner
§2.14A Buy-Sell Provision Confirming Community Property Interest: Member of LLC
§2.15 Statement Confirming Community Property Business Interest
§2.16 Buy-Sell Provision Confirming Quasi-Community Property Interest: Shareholder
§2.17 Buy-Sell Provision Confirming Quasi-Community Property Interest: Partner
§2.17A Buy-Sell Provision Confirming Quasi-Community Property Interest: Member of LLC
§2.18 Statement Confirming Quasi-Community Property Business Interest
§2.19 Buy-Sell Provision Confirming Separate and
Community Property Business Interests: Shareholder §2.20 Buy-Sell Provision Confirming Separate and
Community Property Interests: Partner §2.20A Buy-Sell Provision Confirming Separate and
Community Property Interests: Member of LLC
§2.21 Statement of Spouse or Registered Domestic Partner Confirming Separate and Community Property
Business Interests
§2.22 Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Shareholder
§2.23 Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Partner
§2.23A Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Member of LLC
§2.24 Statement of Spouse or Registered Domestic Partner Confirming Quasi-Community and Community
Property Business Interests
§2.26 Will Provision for Party With No Spouse or Registered Domestic Partner
§2.27 Will Provision for All or Part of Party’s Community Property Business Interest
§2.28 Will Provision for All or Part of Community Property Business Interest of Party’s Spouse or Registered Domestic Partner
§2.29 Will Provision for Party’s Separate or Quasi- Community Property Business Interest or Combination
§2.30 Will Provision for Separate or Quasi-Community Property Business Interest of Party’s Spouse or Registered Domestic Partner
§2.31 Trust Provision for Party With No Spouse or Registered Domestic Partner
§2.32 Trust Provision for Party With Spouse or Registered Domestic Partner
02-059 §2.59 Buy-Sell Provision: Purchaser Assumes Liability for Additional Transfer Taxes
02-060 §2.60 Buy-Sell Provision: Purchaser Does Not Assume Liability for Additional Transfer Taxes
02-075A §2.75A Value Definition Clause
02-081A §2.81A Alternative Value Definition Clause CH03 Chapter 3 Corporate Buy-Sell Agreements 03-046 §3.46 Checklist: Buy-Sell Procedures
03-047 §§3.47-3.73 Board of Directors’ Resolution Authorizing Execution of Buy-Sell Agreement
§3.48 Table of Contents §3.49 Preamble
§3.50 Share Certificate Requirement §3.51 Legend on Share Certificates §3.52 Right of First Refusal
§3.53 Pledge, Hypothecation, or Other Encumbrance §3.54 Permitted Transfers; Prior Rights of Original
Transferor
§3.55 Obligations of Transferees §3.57 Purchase on Death
§3.58 Optional Purchase on Termination of Employment §3.59 Purchase on Disability
§3.60A Book Value
§3.60B Capitalized Earnings Formula
§3.60C Appraisal Using “Baseball Arbitration” §3.60D Agreed Price With Arbitration
§3.61 Insurance Policies
§3.62 Payment and Transfer of Shares §3.63 Notes and Security
§3.64 Administrative Approvals §3.65 Unneeded Insurance Policies
§3.66 Mandatory Dissolution of Corporation §3.67 Termination of Agreement
§3.68 Preserving S Corporation Election §3.69 Shareholder Wills and Revocable Trusts §3.70 Insurance Company or Trustee Provisions §3.71 Miscellaneous Matters
§3.72 Signatures
§3.73 Consent of Spouse or Registered Domestic Partner 03-074 §3.74 Checklist: Procedures for Purchase
03-075 §3.75 Board of Directors’ Resolutions Authorizing Purchase From Retained Earnings
03-077 §3.77 Board of Directors’ Resolution Authorizing Purchase of Shares Based on Assets-Over-Liabilities Test 03-079 §3.79 Board of Directors’ Resolution Authorizing Purchase
of Shares From Insurance Proceeds
CH04 Chapter 4 Partnership and LLC Buy-Sell Agreements 04-046 §§4.46-4.64 Table of Contents
§4.47 Preamble to Partnership Agreement §4.48 Prohibition Against Tax Termination §4.49 Right of First Refusal
§4.50 Acceptance
§4.51 Allocation of Purchased Interest §4.52 Additional Terms and Conditions §4.53 Closing
§4.54 Release of Offered Interest §4.55 Retirement of Partner §4.56 Death of Partner
§4.57 Bankruptcy, Expulsion, and Other Events §4.58A Agreed Purchase Price
§4.58B Book Value
§4.58C Baseball Arbitration §4.59 Life Insurance
§4.60 Liquidation by Partnership
§4.61 Conversion to Limited Partnership §4.61A Partner Wills and Revocable Trusts §4.62 Miscellaneous Matters
§4.63 Signatures
§4.64 Consent of Spouse or Registered Domestic Partner 04-066 §§4.66-4.69 General Partners’ Interests: No Transfer
§4.67 Limited Partners’ Interests: Right of First Refusal §4.68 Limited Partners’ Interests: Acceptance
§4.69 Limited Partners’ Interests: Permitted Transfers; Prior Rights of Original Transferors
04-071 §§4.71-4.108 Preamble to LLC Agreement §4.72 Introduction
§4.73 Encumber §4.74 Encumbrance §4.75 Involuntary Transfer §4.76 Membership Interest §4.77 Notice
§4.78 Transfer
§4.79 Transferable Interest §4.80 Transferee
§4.81 Vote
§4.82 Voting Interest
§4.83 Dissociation of Members §4.84 Restrictions on Transfer
§4.85 Permitted Transfers; Prior Rights of Original Transferor
§4.86 Obligations of Transferees §4.87 Right of First Refusal §4.88 Triggering Events §4.89 Death of Member
§4.90 Dissolution or Death of Spouse or Registered Domestic Partner
§4.91 Option Periods
§4.92 Nonparticipation of Interested Member §4.93 Option Purchase Price
§4.94 Substituted Member
§4.95 Duties of Substituted Member §4.96 Securities Laws
§4.97 Life Insurance
§4.98 Liquidation of Membership Interest by Company §4.99 Member Wills and Revocable Trusts
§4.100 Entire Agreement §4.101 Counterpart Executions §4.102 Governing Law; Severability §4.103 Benefit of Agreement
§4.104 Further Assurances §4.105 Amendment
§4.106 Time of the Essence §4.107 Execution
§4.108 Signatures of Individual Members
04-109 §4.109 Consent of Spouse or Registered Domestic Partner CH05 Chapter 5 Valuation of Interest
05-044 §§5.44-5.64 Valuation by Appraisal: Corporation §5.45 Valuation by Appraisal: Partnership
§5.46 Valuation by Agreement: Corporation or Partnership §5.47 Initial Agreement: Corporation
§5.48 Initial Agreement: Partnership
§5.49 Buy-Sell Agreement Provision for Agreed Purchase Price With Periodic Revisions Based on Earnings §5.50 Certificate of Purchase Price (Appendix to Buy-Sell
Agreement)
§5.51 Agreed Purchase Price With Periodic Revisions Based on Prior Agreed Prices: Corporation §5.52 Book Value: Corporation
§5.53 Book Value: Partnership
§5.54 Book Value With Percentage Adjustment: Corporation §5.55 Book Value With Percentage Adjustment: Partnership §5.56 Book Value With Account Adjustments: Corporation §5.57 Book Value With Account Adjustments: Partnership
§5.58 Book Value Plus Capitalization of Earnings: Corporation
§5.59 Book Value Plus Capitalization of Earnings: Partnership
§5.60 Book Value Plus Goodwill: Corporation §5.61 Book Value Plus Goodwill: Partnership §5.62 Capitalization of Earnings: Corporation §5.63 Capitalization of Earnings: Partnership §5.64 Negotiation With Arbitration
CH06 Chapter 6 Life Insurance Funding
06-008 §6.8 Checklist: Insurance for the Estate CH07 Chapter 7 Review, Amendment, and Enforcement 07-007 §7.7 Amendment to Buy-Sell Agreement
07-010 §7.10 Procedural Guide to Specific Performance of Buy-Sell Agreement
