When Does a Company’s Purchase Option in a Buy-Sell Agreement Become Mandatory?

Delaware Chancery Court Opinion Likens it to a Call Option


Was the selection of the first appraiser and obtaining his result a revocable offer on the part of the Company pursuant to the buy-sell portion of the operating agreement? Was it okay to withdraw the “offer” prior to the time that Plaintiffs had accepted it? This was the Company’s basic argument. Or was the selection of the first appraiser by the Company a binding acceptance of the implicit call option that the Plaintiffs had negotiated at the time the operating agreement was signed? This was the Plaintiffs’ argument. Read this post to see what Vice Chancellor McCormick of the Delaware Chancery Court concluded.

200 Days and My Step Challenge Continues

Five Miles and 10,000 Steps or More Per Day


Often, when we take a step, either literally or figuratively, we don’t know where that step will lead. This post is about taking 10,000 steps one day, December 15, 2019, and how, somehow, I’ve been able to do that every day for 200 days as of today. I never thought about a long goal. It has simply developed from a series of short-term goals. Hope you enjoy the post!

A Quirk with Third Appraisers in Buy-Sell Agreement Valuation Processes


The role of the third appraiser is always to bring resolution to buy-sell agreement valuation processes. The question is how the third appraiser’s conclusion will be used to bring pricing resolution. In this post we see that one “typical” way of considering the third appraiser’s conclusion has in interesting and potentially dangerous twist for valuation processes.

The Buy-Sell Agreement That Might Never End


Recently, I was involved, for a moment, in a buy-sell agreement valuation process that had many issues. A key executive in a company was terminated. He owned about 15% of a profitable operating company, and his firing triggered the company’s buy-sell agreement provisions in its operating agreement. This was a buy-sell agreement that was virtually destined to fail unless the parties agreed to a change in the process.

New York Supreme (Trial) Court: One Buy-Sell Agreement That’s So Broke It Likely Can’t be Fixed


Buy-sell agreements can go bad if all parties to them do not pay attention to their terms before signing them. This is particularly true in the New York case of Yakuel v Gluck, which was filed in early May in the Supreme Court of New York County.

11 Things to Know about Fixing “Problems” in Your Business

And #12: Problem Resolution Has a Positive Impact on Business Value


I was reflecting about business problems and my experience in seeing them addressed in other organizations or in dealing with them in our own company. This post provides 11 observations on why it is critical to address business problems timely and credibly. The value of your business is directly influenced by how you resolve problems as they arise. Think of a problem identified as an opportunity for constructive change.

What is the Impact of the COVID-19 Crisis on Marketability Discounts (DLOMs)?

Will Your Marketability Discount Analysis Allow You to Address the Question?


My virtual session today at the New York Society of Certified Public Accountants’ Business Valuation Conference addressed the issue of marketability discounts. A question was raised about how the Quantitative Marketability Discount Model (QMDM) could be used to address the impact on DLOMS of the COVID-19 pandemic. Today’s post addresses this important question.

150 Days and the 10,000+ Steps/Day Challenge Continues


I have been writing from time to time on this blog about walking and fitness. This post recounts reaching 150 consecutive days of reaching the dual goals of 10,000 or more steps and five or more miles. It takes focus, but you can do it if you decide to. The post also includes a simple Rx for achieving 10,000 steps – or your goal – per day. I also introduce two forthcoming books!

Indiana Court of Appeals: No Discounts in Unclear and Mandatory Shareholder Agreement Buyout


The Indiana Court of Appeals reversed a trial court decision, concluding that valuation discounts in an unclear buy-sell agreement were appropriate even in light of the mandatory nature of the buyout. In other words, the agreement created a market and the trial court ignored this fact. This is an interesting case and yet another example of why valuation processes in buy-sell agreements must be carefully drafted to avoid such debacles when trigger events inevitably happen.