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Buy-Sell Agreements and Promissory Notes (Part 2)

What About the Fair Market Value of the Note?

While many buy-sell agreements call for the issuance of promissory notes for at least partial funding of purchases, there is no corollary consideration of the fair market values of the promissory notes to be issued. A previous post discussed promissory notes in terms of rates and terms. This post examines the concept of the fair market value of promissory notes issued in connection with buy-sell agreements.

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“Succession” and “Transition” Planning – More Than Notebooks on Your Shelf

Interview re: Upcoming Talk for Extraordinary Banking Conference

My topic at the Institute for Extraordinary Banking’s annual conference in Minneapolis next month relates to the softer side of what I normally talk about. Roxanne Emmerich of the Institute and the Emmerich Group interviews me as we warm up for the conference.

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Buy-Sell Agreements and Promissory Notes

...And the Corporation shall issue a Promissory Note...

Promissory notes are used as funding mechanisms in many buy-sell agreements. Yet the potential notes to be issued when trigger events occur are often given little thought by drafting attorneys or parties to buy-sell agreements. They should because the terms of these promissory notes matter both to issuing companies and to receiving shareholders who sell their shares.

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He Bet and “Won” with a Fixed-Price Buy-Sell Agreement

Today I discuss another buy-sell agreement story where shareholders bet on the company’s value upon a trigger event. This story’s protagonist “wins;” unfortunately, the same cannot be said for the other shareholders. While the price was updated annually, incongruent contexts led to a dichotomy in the price of what should have been paid and what was actually paid per the agreement.

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Story of a Fixed Price Buy-Sell Agreement with an Unhappy Ending

Don't Bet the Farm or the House or the Business

More than a decade ago, I was writing my first book on buy-sell agreements. While I was working on it, a long-time friend, let’s call him William, who had significant knowledge about the value of businesses, called me to relay a true story about how one buy-sell agreement ended very badly for his family.

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Apple “Stole” My Apple Watch and Sent Me Back to Fitbit

About three years ago, I was interested in buying a smartwatch, and the Fitbit offerings were not very appealing. Not to be snobbish, but Fitbit simply did not have a watch product that I was willing to wear every day. So I bought first generation Apple Watches for my wife, Cathay, and me about three years ago. Along the way, there was a celebration of something, and I bought a second generation watch for Cathay. My watch, after a couple of fixes during warranty, performed well — until it quit performing— with a bit of help from Apple.

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Tennessee Supreme Court Addresses Statutory Fair Value for the First Time in 35 Years in Athlon Sports Communications

In a 1983 case, Blasingame v. American Materials, Inc., 654 S.W. 2d 659 (Tenn. 1983), the Supreme Court of Tennessee adopted what is called the “Delaware Block” method for determining the fair value of shares in dissenters’ rights cases in Tennessee. This method, considered alone, was already outdated by precedent case law in Delaware when Blasingame was issued. However, in the recent Athlon Sports Communications case, the Tennessee Supreme Court finally brings Tennessee dissenters’ rights appraisal determinations more in line with the majority of states.

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Do Business Owners “Know” the Value of Their Businesses?

Dangers of Thinking of a "Walk-Away Number" as the Value

Do business owners “know” the values of their businesses? And do they need help if and when they think about selling, either unexpectedly or as part of a plan? I answer these questions in this week’s post.

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The Promissory Note You Receive May Undermine the Fair Market Value of Your Stock

Buy-Sell Agreement Seller Beware | A Lesson via Video

Many buy-sell agreements will fail to deliver the fair market value of interests sold following trigger events, even if the valuation of the interests are exactly on point. I’ve written briefly about this topic before, but provide elaboration here.