Valuation Issues in Buy/Sell Agreements Presented by: John Stark, CPA/ABV, CFF
|
|
- Eugene Richardson
- 8 years ago
- Views:
Transcription
1 Valuation Issues in Buy/Sell Agreements Presented by: John Stark, CPA/ABV, CFF
2 Valuation Assignment What is being valued? Why is the valuation being done?
3 Valuation Assignment What is being valued? Why is the valuation being done? Is there a Buy/Sell Agreement (or other restrictive agreement) in place?
4 What is the purpose? Documents a meeting of the minds Intent To be fair? To punish? Client should have an understanding of what could happen
5 Methods To Determine Value - Overview Readily determined & defined term i.e. book value Formula Agreed Value
6 Methods To Determine Value - Overview Appraisal Auction Method Combination i.e.: agreed value if recent; otherwise formula
7 Defined Term Example: Book Value Often used because it is easily identified
8 Defined Term Example: The purchase price for purposes of Section 2 hereof shall be the book value of the Company s assets and liabilities as of the preceding year end as reported on the Company s books and records, determined in accordance with generally accepted accounting principles. What is wrong with this language?
9 Balance Sheet (FIFO) Assets
10 Balance Sheet (FIFO) Liabilities & Equity
11 Balance Sheet (LIFO) Assets
12 Balance Sheet(LIFO) Liabilities & Equity
13 Defined Term Example: Book Value Is often used because it is easily identified Usually not indicative of fair market value Adjusted Book Value might make sense for some companies, such as real estate or investment holding company
14 Formula Document states a specific formula Example: Net income x 5 Gross sales x 1 Use of a formula is good only if the formula is good
15 Formula - Example Example: The net income of the company (as determined in accordance with generally accepted accounting principles) multiplied by five. What is wrong with this language?
16 Formula Net Income as determined by GAAP Net income How? Before or after taxes? What if after taxes and the company elects S and then has no income tax provision? Before or after interest expense?
17 Formula How are certain economic /accounting items handled? Accounts receivable reserves Inventory FIFO vs. LIFO Fixed Assets - depreciation
18 Formula How are discretionary items, such as officer s compensation, perks for officers, etc. handled? How are nonrecurring or unusual items quantified and handled?
19 Formula Are historical amounts representative?
20 Formula Are historical amounts representative? What time period is used? If more than one, how many? Simple average or weighted average?
21 REBEL ALLIANCE, INC. BALANCE SHEETS 12/31/10 12/31/11 12/31/12 12/31/13 12/31/14
22 REBEL ALLIANCE, INC. ADJUSTED EARNINGS ( ) ( )
23 Formula (2014) (2014) ( )
24 Formula Multiple can change Affected by Risk Expected growth of the earnings being capitalized Should the multiple change over time? If it changes, who determines the change and how?
25 Agreed Value Involves judgment from the owners Allows parties to consider items historical financials may not (future outlook vs. past performance, effect of increased/decreased management etc.)
26 Agreed Value Are parties on same footing or is one more likely to exercise buyout than the other (such as when an experienced business owner brings in younger talent)?
27 Agreed Value What happens if circumstances change after agreed value? Company loses biggest client? Company gets a big, new client? Owner/key executive dies? Is value binding? If not binding, when is it not used?
28 Agreed Value How long should agreed value be used for? What happens if they don t agree on a value? Do the parties have insurance?
29 Agreed Value - Example 4. Purchase Price. (A) The purchase price for purposes of Paragraphs 3(B) and (C) hereof shall be the fair market value of such Stock as determined by unanimous vote of the Shareholders who are signatories of the Agreement and owners of the Stock in the Corporation. Such Shareholders shall consult with the Corporation s Certified Public Accountant in making this determination of fair market value.
30 Agreed Value Example (cont.) (B) For purposes of Paragraph 4(A) hereof, the parties hereto agree that the fair market value of all of the issued Stock of the Corporation as of the date hereof is $10,000,000.
31 Agreed Value Example (cont.) Thereafter, the fair market value shall be set in writing each year on or about the anniversary date of this Agreement or such other date as the Shareholders may agree upon. In the event that the fair market value has not been set in writing, the prior written valuation shall control.
32 Agreed Value Example (cont.) (A) Purchase of Insurance Policies. In order to assist in the funding of this Agreement, the Corporation agrees to obtain insurance policies on the life of each Shareholder with a minimum total face value of $5,000,000 per policy;
33 Appraisal The process is sometimes as important as anything
34 Appraisal - Example (a) Upon the death of the Minority Shareholder, the Corporation shall have the option to purchase the Minority Shareholder s shares of Common Stock owned by him at the time of his death, provided however, that if the Corporation, in its sole discretion, does not elect to buy the Minority Shareholder s Common Stock, the Majority Shareholder shall deliver notice to Minority Shareholder stating the Majority Shareholder will buy all of the Minority Shareholder s Common Stock.
35 Appraisal Example (cont.) (b) The purchase price to be paid by the Corporation or the Majority Shareholder, as the case may be, shall be determined as follows: number of shares of Common Stock purchased divided by total number of issued shares of Common Stock multiplied by the Fair Market Value of the Corporation as determined in Section 7 hereof.
36 Appraisal Example (cont.) 7. Fair Value of the Corporation. Unless determined by the Shareholders unanimously at their annual meetings which determination shall be binding on the Shareholders and the Corporation for a period of one year therefrom, or, if made sooner, the next determination, Fair Value of the Corporation shall be determined by the Corporation s accountants. In the event that a Shareholder objects to the determination by the accountants, which objection must be communicated by written notice within fourteen (14) days of such determination, the Fair Value of the Corporation shall be determined by an independent valuation company selected by mutual agreement of the Shareholders and the Corporation, and the cost of such valuation shall be borne equally by the Corporation and the Shareholder requesting such valuation.
37 Appraisal One appraiser? Or, each party select one and two, in turn, select the third? If more than one appraiser do a majority need to agree on a value? is an average of more than one taken? are the highest and lowest thrown out and use remaining amounts?
38 Appraisal What qualifications should there be on determining appraiser(s), if any? What if other outside appraisers are needed (real estate or equipment appraiser)?
39 Auction Method Process is important! Who, what, where, when and how? Sealed bids? Right to raise amounts? Highest wins. Dutch Auction - one party names price and terms and the other decides to buy or sell.
40 Combination Method Every case is unique and a combination may make sense for a particular situation Example: Agreed Value - if within parameters, if not, then appraisal.
41 Discussion of Discounts
42 Consideration of Discounts Executed (and unexecuted) documents can help support valuation discounts What are the terms of the document? Are the terms being followed?
43 Consideration of Discounts Discount for lack of marketability Restrictions on transfer Right of first refusal to the company and/or other shareholder(s) Put option
44 Consideration of Discounts - Example (a) Upon the death of a Shareholder or upon termination of a Shareholder s employment with the Corporation (a Termination ) on account of Disability (as defined in Section 2(d) below), retirement, voluntary termination or discharge for any reason, the remaining Shareholders shall purchase all of the Terminated Shares, upon the terms and subject to the conditions hereinafter provided. (emphasis added)
45 Consideration of Discounts Example (cont.) (b) If the remaining Shareholders are unable to or do not purchase all of the Terminated Shares of the terminated Shareholder, then such unpurchased Terminated Shares shall be purchased by the Corporation, at the price per Share determined as provided in Section 3 hereof. (emphasis added)
46 Consideration of Discounts Discount for lack of control Elements of Control Determine management compensation Declare or pay dividends Hire or appoint management and key employees (including related parties) Set policy and change the course of business Ability to change restrictive agreement Acquire or liquidate assets
47 Consideration of Discounts Example 2 Upon a Member s termination of employment with the Company by reason of such Member s death or retirement after age fifty (50), the Company shall have the option to purchase, and to the extent not exercised timely, the other Members shall purchase, and the terminated Member or his or her estate shall sell, all of the Company s Membership Units owned by the terminated Member or his or her estate, at the price determined in accordance with Article 7 below. (emphasis added)
48 Consideration of Discounts Example 2 (cont.) Subject to the provisions of Section 7.2 below, the purchase price of the Membership Units required to be purchased and sold pursuant to Article 6 shall be the fair market value thereof (as of the date of the event giving rise to a purchase and sale of Membership Units hereunder), without reduction or discount for lack of marketability or minority position, as determined by one or more professional appraisers or independent certified public accountants qualified by experience and ability to appraise the Membership Units in the Company (a Qualified Appraiser ), selected as hereinafter provided. (emphasis added)
49 Consideration of Discounts Example 3 The Agreed Value of Member s Membership Interest at all times shall be equal to (i) the fair market value of the Company multiplied by (ii) the value of the Departing Member s then-current Membership Interest, determined as of the last business day of the month preceding the month in which the contingency giving rise to the desired Transfer occurs and multiplied by (iii) the Departing Member s equitable interest determined in accordance with the following vesting schedule: 0% vesting within first 3 years of becoming a Member; 30% vesting after 3 years of becoming a Member; 60% vesting after 4 years of becoming a Member; 80% vesting after 5 years of becoming a Member; 90% vesting after 6 years of becoming a Member; 100% vesting after 7 years of becoming a Member.
50 What is the Purpose? Businesses and owners situation change over time Buy/Sell Agreements (and other restrictive agreement) should change also Does a company have a Buy/Sell Agreement? If NO If YES owners? GET ONE NOW! Is it up-to-date and does it address the current needs of the
51 QUESTIONS?
BUY-SELL AGREEMENT. AGREEMENT, made this _(1)_ day of (2), 19_(3)_, by and between. (4), (5), (6), hereinafter separately referred to as
BUY-SELL AGREEMENT The sample buy-sell agreement below is for information purposes only. Neither MEG Financial, Inc. nor any of its representatives offers legal or tax advice. Please consult your tax and
More informationBUY-SELL AGREEMENT. WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and
BUY-SELL AGREEMENT AGREEMENT, made this (1) day of (2), (3), by and between (4), (5), (6), hereinafter separately referred to as "Stockholder", and jointly as "Stockholders", and (7), a (8) corporation,
More informationPARTIAL EXAMPLE WRITE UP
PARTIAL EXAMPLE WRITE UP Valuation Related Language Excerpted from an actual Buy Sell Agreement and Analysis of the Agreement In light of Buy Sell Agreements for Closely Held and Family Business Owners
More informationSample Corporate Cross Purchase Agreement
Sample Corporate Cross Purchase Agreement (Optional Disability Buy-Out) This sample agreement has been prepared as a guide to assist attorneys. Our publication, Buy-Sell Arrangements, A Guide for Professional
More informationMAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN
MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain
More informationSample Shareholder Agreement
Appendix 1 Sample Shareholder Agreement #1 Taken from http://smallbusiness.findlaw.com/business-forms-contracts/form4-2.html 18 January 2007 Sample Shareholder Agreement AGREEMENT made and entered into
More informationBUY-SELL AGREEMENT. Recitals
BUY-SELL AGREEMENT This agreement is made as of the day of, by and between [NAME OF CORPORATION], a [STATE OF INCORPORATION] corporation (the "corporation"), and [NAMES OF ALL THE SHAREHOLDERS](collectively,
More informationSample Partnership Agreement
Sample Partnership Agreement THIS AGREEMENT is made and entered into at, this day of, 20, by and between (Name And Address) and (Name And Address) (hereafter collectively referred to as the "Partners").
More informationGETTING THE MOST OUT OF YOUR ESOP
GETTING THE MOST OUT OF YOUR ESOP Michael G. Keeley Hunton & Williams LLP 1445 Ross Avenue Suite 3700 Dallas, Texas 75202 (214) 468-3345 mkeeley@hunton.com Traditional Sources of Capital for Community
More informationSplit Dollar Life Insurance Agreement
Agreement Document 1562A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that appear on the web site
More informationLLC Operating Agreement With Corporate Structure (Delaware)
LLC Operating Agreement With Corporate Structure (Delaware) Document 1080B www.leaplaw.com Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc.
More informationTENANTS IN COMMON AGREEMENT
TENANTS IN COMMON AGREEMENT This Tenants in Common Agreement is entered into this day of, 20 by and between ( herein) and herein); collectively referred to as Owners and individually as Owner or or and,
More informationIrwin Mortgage Corporation Short Term Incentive Plan
Irwin Mortgage Corporation Short Term Incentive Plan 1. Purpose The purpose of the Irwin Mortgage Corporation Short Term Incentive Plan is to support the achievement of the Company's business and financial
More informationBuy-Sell Agreement Planning Checklist
Buy-Sell Agreement Planning Checklist The Buy-Sell Agreement 1 Whenever a corporation has more than one shareholder, it is commonly recommended that the shareholders enter into a buy-sell agreement to
More informationINTERNATIONAL MONTORO RESOURCES INC. (the "Company") STOCK OPTION PLAN. Unless otherwise defined, all capitalized terms are as defined below.
#600 625 Howe Street, Vancouver, BC, V6C 2T6 Ph: (604) 683-6648 - Fax: (604) 683-1350 - E-Mail: montoro@telus.net www.montororesources.com 1. PURPOSE OF THE PLAN INTERNATIONAL MONTORO RESOURCES INC. (the
More informationLIFE INSURANCE TRUST AGREEMENT
LIFE INSURANCE TRUST AGREEMENT This Trust Agreement is made and entered into this June 12th 2005, by and between Harry Miller, (hereinafter referred to as "Grantor"), and Peter Stuart (hereinafter referred
More information* * * Chapter 15 Accounting & Financial Statements. Copyright 2013 Pearson Education, Inc. publishing as Prentice Hall
Chapter 15 Accounting & Financial Statements Copyright 2013 Pearson Education, Inc. publishing as Prentice Hall Bookkeeping vs. Accounting Bookkeeping Accounting The recording of business transactions.
More informationValuation of S-Corporations
Valuation of S-Corporations Prepared by: Presented by: Hugh H. Woodside, ASA, CFA Empire Valuation Consultants, LLC 777 Canal View Blvd., Suite 200 Rochester, NY 14623 Phone: (585) 475-9260 Fax: (585)
More informationUsing ESOPS to Fund Owner Buyouts and Provide Business Capital
Using ESOPS to Fund Owner Buyouts and Provide Business Capital Harry I. Atlas John A. Wilhelm October 2012 1 What Is An ESOP An ESOP is a tax-qualified employee retirement plan (similar to a 401(k) plan).
More informationBUY/SELL AGREEMENTS CHECKLIST INFORMATION ABOUT OWNERS
523 Park Point Dr., Ste. #350 Golden, CO 80401 (303) 670-9855 Phone (303) 670-5381 Fax 7887 E. Belleview Ave., Ste. #820 Denver, CO 80111 (303) 670-9855 Phone (303) 762-0014 Fax BUY/SELL AGREEMENTS CHECKLIST
More informationPractice Bulletin No. 2
Practice Bulletin No. 2 INTERNATIONAL GLOSSARY OF BUSINESS VALUATION TERMS To enhance and sustain the quality of business valuations for the benefit of the profession and its clientele, the below identified
More informationEQUITY SHARING AGREEMENT
EQUITY SHARING AGREEMENT This Equity Sharing Agreement (the Agreement ) is entered into as of the date set forth below by and between a California nonprofit corporation (the Church ), and (the Occupant
More informationShort notes on: SHAREHOLDER EXIT STRATEGIES
Short notes on: SHAREHOLDER EXIT STRATEGIES Introduction Often when the personal circumstances of the owners or shareholders of a company change drastically, the arrangement(s) in relation to the ownership
More informationInternational Glossary of Business Valuation Terms*
40 Statement on Standards for Valuation Services No. 1 APPENDIX B International Glossary of Business Valuation Terms* To enhance and sustain the quality of business valuations for the benefit of the profession
More informationSuccession Planning. Succession Planning. James F. Weber, CPA, CGMA Managing Member
James F. Weber, CPA, CGMA Managing Member This session is eligible for 1 Continuing Education Hour and 1 Contact Hour. To earn these hours you must: Have your badge scanned at the door Attend 90% of this
More informationExhibit K Projected Terms and Conditions of Purchasers Series A Preferred Stock
Exhibit K Projected Terms and Conditions of Purchasers Series A Preferred Stock ALPHACIPHER ACQUISITION CORPORATION DESIGNATION OF RIGHTS, PRIVILEGES, PREFERENCES AND RESTRICTIONS OF SERIES A PREFERRED
More informationNORTHERN FREEGOLD RESOURCES LTD.
1. PURPOSE OF THE PLAN NORTHERN FREEGOLD RESOURCES LTD. 2012 STOCK OPTION PLAN The Company hereby establishes a stock option plan for directors, senior officers, Employees, Management Company Employees
More informationPROTECTING BUSINESS OWNERS AND PRESERVING BUSINESSES FOR FUTURE GENERATIONS
BASICS OF BUY-SELL PLANNING A buy-sell arrangement (or business continuation agreement ) is an arrangement for the disposition of a business interest upon a specific triggering event such as a business
More informationLADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND
Adopted by Board: May 21, 2002 Adopted by Shareholders: November 6, 2002 Amendments Approved by Compensation Committee: December 29, 2005 Amendment Approved by Board: September 15, 2006 Amendment Approved
More informationBusiness Valuation What You Need to Know. Frankel & Reichman LLP www.calcpaexpert.com
Business Valuation What You Need to Know Frankel & Reichman LLP www.calcpaexpert.com Presentation Summary Overview of business valuation approaches Standards of value Valuation adjustments Using a qualified
More informationTOP TEN QUESTIONS OF VALUE
TOP TEN QUESTIONS OF VALUE Throughout my career as a business valuation professional (business appraiser), I have been asked a number of questions repeatedly from the end users of the valuation report
More informationAMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014
AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 ARTICLE I Offices SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as
More informationEstate Planning and Oil and Gas Leasing
July 2010 1 Estate Planning and Oil and Gas Leasing 700 Security Mutual Building 80 Exchange Street Binghamton, New York 13902-5250 (607) 723-5341 Wilbur (Bud) D. Dahlgren, Esq. Jon J. Sarra, Esq. Ryan
More informationTransferring Business Assets
Transferring Business Assets In the future, you may either want to transfer your business to heirs or sell your business to employees, competitors, or others. Planning for transfer of a family business
More informationPARTNERSHIP AGREEMENT
PARTNERSHIP AGREEMENT I. INTRODUCTORY The parties to this agreement,, hereinafter referred to as the first party, and, hereinafter referred to as the second party, and both hereinafter referred to as the
More informationUIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The Employee Stock Purchase Plan (ESPP) is intended to provide Employees (as defined herein) of UIL Holdings Corporation
More informationKAZAKHSTAN LAW ON JOINT STOCK COMPANIES
KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in
More informationGUYANA GOLDFIELDS INC. STOCK OPTION PLAN
GUYANA GOLDFIELDS INC. STOCK OPTION PLAN PURPOSE The purpose of this stock option plan (the Plan ) is to authorize the grant to service providers for Guyana Goldfields Inc. (the Corporation ) of options
More informationAn Overview of Business Insurance Copyright 2015 RegEd Inc. 2100 Gateway Centre Blvd. Suite 200
An Overview of Business Insurance Copyright 2015 RegEd Inc. 2100 Gateway Centre Blvd. Suite 200 Morrisville, NC 27560 800-334-8322 email: info@reged.com All rights reserved. No portion may be reproduced
More informationGeneral Partnership Agreement**
General Partnership Agreement**, residing at (name of partner) and., residing at, hereinafter referred to as the Partners agree as follows: (address) (name of partner) (address) 1. Type of Business. The
More information102d Congress, H.R. 6125, October 28, 1992. Public Law 103 376, 108 Stat. 3497 103d Congress, H.R. 4379, October 19, 1994
Public Law 92 181, 85 Stat. 583 92d Congress, S. 1483, December 10, 1971 amended by Public Law 94 184, 89 Stat. 1060 94th Congress, H.R. 7862, December 31, 1975 Public Law 95 443, 92 Stat. 1066 95th Congress,
More information1. The GROUP, through its Board of Trustees, hereinafter referred to as the. delinquent accounts from any Member
_ MISSISSIPPI MUNICIPAL WORKERS COMPENSATION GROUP APPLICATION, INDEMNITY AGREEMENT AND POWER OF ATTORNEY This Application, Power of Attorney and Indemnity Agreement is made by and between each and every
More informationWhat is an ESOP? ESOPs are defined contribution pension plans that invest primarily in the stock of the plan sponsor
Employee Stock Ownership Plans May 2013 http://aicpa.org/ebpaqc ebpaqc@aicpa.org Topix Primer Series The AICPA Employee Benefit Plan Audit Quality Center (EBPAQC) has developed this primer to provide Center
More informationVALUATION METHODS FOR DETERMINING PURCHASE PRICE UNDER BUY-SELL AGREEMENTS. By GIANFRANCO A. PIETRAFESA
21 MAIN STREET, SUITE 353, COURT PLAZA SOUTH-WEST WING, HACKENSACK, NEW JERSEY 07601-7095 TEL. 201-342-6000 FAX. 201-342-6611 WWW.HERTENBURSTEIN.COM VALUATION METHODS FOR DETERMINING PURCHASE PRICE UNDER
More informationInvestment Advisory Agreement. Advantage Portfolio Management Program
Investment Advisory Agreement Advantage Portfolio Management Program Dear Sirs/Madams: This Investment Advisory Agreement confirms our agreement as to the following: CLIENT NAME(s): ( Client ) ACCOUNT
More informationAn Introduction to Business Valuation
An Introduction to Business Valuation TM I ntroduction to Business Valuation If you own stock in a public corporation, you can readily determine its value by going to The Wall Street Journal and finding
More informationCOLORADO LIMITED LIABILITY COMPANY CHECKLIST
COLORADO LIMITED LIABILITY COMPANY CHECKLIST ARTICLES OF ORGANIZATION Name of Entity: A business name must be distinguishable from any other active business name in Colorado the Secretary of State s records.
More informationAbercrombie & Fitch Co. Savings and Retirement Plan
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December
More informationBusiness Valuation. Presented by: CPA Assurance http://www.cpaassurance.com
Business Valuation Presented by: CPA Assurance http://www.cpaassurance.com Presentation Summary Overview of business valuation approaches Standards of value Valuation adjustments Current developments Using
More informationSPECIAL REPORT BUY-SELL AGREEMENTS
SPECIAL REPORT Tenth Floor Columbia Center 101 West Big Beaver Road Troy, Michigan 48084-5280 (248) 457-7000 Fax (248) 457-7219 www.disinherit-irs.com Troy Detroit BUY-SELL AGREEMENTS By Julius H. Giarmarco,
More informationValuing the Business
Valuing the Business 1. Introduction After deciding to buy or sell a business, the subject of "how much" becomes important. Determining the value of a business is one of the most difficult aspects of any
More informationPROFESSIONAL CORPORATION ARTICLES OF INCORPORATION
PROFESSIONAL CORPORATION ARTICLES OF INCORPORATION TABLE OF CONTENTS ARTICLE 1 - OFFICERS Page 1.01 Registered Office and Agent 1 1.02 Other Offices 1 ARTICLE 2 - SHAREHOLDERS 2.01 Place of Meetings 1
More informationBMA ADVISORS, LLC Investment Advisory Agreement
BMA ADVISORS, LLC Investment Advisory Agreement 608 Silver Spur Road, Suite 100, Rolling Hills Estates, CA 90274 This agreement describes the relationship between BMA Advisors, LLC (hereinafter BMA ) and
More information中 原 大 學 95 學 年 度 轉 學 考 招 生 入 學 考 試
中 原 大 學 95 學 年 度 轉 學 考 招 生 入 學 考 試 7 月 12 日 14:00~15:30 商 學 群 組 二 年 級 科 目 : 會 計 學 ( 共 七 頁 第 一 頁 ) 可 使 用 計 算 機, 惟 僅 限 不 具 可 程 式 及 多 重 記 憶 者 一 MULTIPLE CHOICE QUESTIONS: (50%) 誠 實 是 我 們 珍 視 的 美 德, 我 們 喜
More informationAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ICE TRADE VAULT, LLC A DELAWARE LIMITED LIABILITY COMPANY
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ICE TRADE VAULT, LLC A DELAWARE LIMITED LIABILITY COMPANY Intercontinenta!Exchange, Inc., a Delaware Corporation ("ICE" or the "Member") hereby
More informationTerm Sheet for Potential Investment by Strategic Investor
Form: Term Sheet for Potential Investment by Strategic Investor Description: This is a very detailed term sheet for a prospective Preferred Stock investment in a private company, coupled with a strategic
More informationTax Aspects of Buy-Sells
Tax Aspects of Buy-Sells By Charles A. Wry, Jr. mbbp.com Business Technology & IP Employment & Immigration Taxation 781-622-5930 Reservoir Place 1601 Trapelo Road, Suite 205 Waltham, MA 02451 781-622-5930
More informationDESCRIPTION OF THE PLAN
DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing
More informationARTICLES OF ASSOCIATION OF
ARTICLES OF ASSOCIATION OF SAMPLE LIMITED 樣 板 有 限 公 司 Incorporated the 13 th day of Au gust, 9. HONG KONG No. [COPY] CERTIFICATE OF INCORPORATION * * * I hereby certify that SAMPLE LIMITED 樣 板 有 限 公 司
More informationLIMITED LIABILITY COMPANY OPERATING AGREEMENT, LLC
LIMITED LIABILITY COMPANY OPERATING AGREEMENT, LLC A MemberManaged Limited Liability Company OPERATING AGREEMENT THIS OPERATING AGREEMENT is made and entered into effective, 20, by and among: [list the
More informationFounder Stock Purchase Agreement
Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that
More informationMarketwise Private Asset Management INVESTMENT ADVISORY CONTRACT. CLIENT NAME Address City, State ZIP Date: MM/DD/YYYY
Marketwise Private Asset Management INVESTMENT ADVISORY CONTRACT CLIENT NAME Address City, State ZIP Date: MM/DD/YYYY The undersigned ( Client ), being duly authorized, has established an Account/Relationship
More informationEXHIBIT 10(cy) National Western Life Insurance Company 2011 OFFICER BONUS PROGRAM
EXHIBIT 10(cy) National Western Life Insurance Company 2011 OFFICER BONUS PROGRAM This 2011 Officer Program (the Program ) is designed to reward eligible Officers (excludes CEO, President & COO, Domestic
More informationBusiness Transfer Issues
Business Transfer Issues Overview A will directs the disposition of your assets but, when you do not want to leave your business to your heirs, you may also need a business purchase agreement (also known
More informationLETTER AGREEMENT. 1.5 Investment Amount means an amount equal to THOUSAND DOLLARS ($,000.00).
LETTER AGREEMENT DATE:, 20 ( Effective Date ) BETWEEN: Investee Entrepreneur Email: AND, Investor Investor Email: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
More information[SIGNATURE PAGE FOLLOWS]
[ ] TERM SHEET FOR SUBORDINATED VARIABLE PAYMENT DEBT (DEMAND DIVIDEND) THIS TERM SHEET outlines the principal terms of a proposed financing for [ ] (hereafter, the Company ), a [ ] corporation by [ ]
More informationDIPLOMAT PHARMACY, INC. Corporate Governance Guidelines
DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines Effective October 9, 2014 A. Purpose The Board of Directors (the "Board") of the Company has adopted the following Corporate Governance guidelines
More informationRESTATED CERTIFICATE OF INCORPORATION TELEPHONE AND DATA SYSTEMS, INC.
RESTATED CERTIFICATE OF INCORPORATION OF TELEPHONE AND DATA SYSTEMS, INC. Telephone and Data Systems, Inc., a corporation organized and existing under and pursuant to the provisions of the General Corporation
More informationComponenta Corporation Stock Options 2016
Page 1 of 6 Componenta Corporation Stock Options 2016 The Board of Directors of Componenta Corporation (the Board) has resolved to propose to the Extraordinary General Meeting of Componenta Corporation
More informationBanister Financial, Inc. Information Needs List
For Questions Regarding this List Contact: BANISTER FINANCIAL, INC. 1338 Harding Place, Suite 200, Charlotte, NC 28204 Fax: (704) 334-5770 Web Site: www.businessvalue.com Contacts: George B. Hawkins, ASA,
More informationSPAWN IDEAS EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST SUMMARY PLAN DESCRIPTION
SPAWN IDEAS EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST SUMMARY PLAN DESCRIPTION FEBRUARY, 2015 SPAWN IDEAS EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST SUMMARY PLAN DESCRIPTION TABLE OF CONTENTS Page 1. INTRODUCTION...
More informationFile Name Book Section Title
BUSINESS BUY-SELL AGREEMENTS (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
More informationThe Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan
The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan Offering Circular Effective November 6, 2013 The description contained in this Offering Circular of the Canadian and U.S. income tax
More informationBuy-Sell Planning. Succession Planning for Business Owners. Guiding you through life. SALES STRATEGY BUSINESS. Advanced Markets. Situation.
Guiding you through life. SALES STRATEGY BUSINESS Buy-Sell Planning Succession Planning for Owners Situation owners should plan to protect their business in case of the sudden death, retirement, or disability
More informationLetter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented)
Form: Letter of Intent for Acquisition Purchase of Stock of the Business for a Combination of Cash and Purchaser s Stock (Pro-Buyer Oriented) Description: This is a sample Letter of Intent for the acquisition
More informationSTOCK SUBSCRIPTION OPTION PLAN OF SANOFI RULES OF THE PLAN 14 P 1. BENEFICIARIES... 2 2. DURATION OF THE PLAN... 2 3. EXERCISE PRICE...
24 June 2015 STOCK SUBSCRIPTION OPTION PLAN OF SANOFI RULES OF THE PLAN 14 P 1. BENEFICIARIES... 2 2. DURATION OF THE PLAN... 2 3. EXERCISE PRICE... 2 4. EXERCISE CONDITIONS... 2 5. TRANSFER OF SHARES...
More informationLUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION
LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 Purpose of Plan The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent
More informationWhite Paper Life Insurance Coverage on a Key Employee
White Paper Life Insurance Coverage on a Key Employee www.selectportfolio.com Toll Free 800.445.9822 Tel 949.975.7900 Fax 949.900.8181 Securities offered through Securities Equity Group Member FINRA, SIPC,
More informationActivity Sheet 1: What is a Stock?
Activity Sheet 1: What is a Stock? Stocks represent a share of ownership in a publicly held company. Private companies do not issue stock. As a stockholder, the investor has a claim on the assets of the
More informationFACTORING AGREEMENT. THIS FACTORING AGREEMENT made and executed the day of Acceptance by and between the Client and LoyalCash Corp. (the Factor ).
FACTORING AGREEMENT THIS FACTORING AGREEMENT made and executed the day of Acceptance by and between the Client and LoyalCash Corp. (the Factor ). 1. CERTAIN DEFINITIONS Advances Interest Rate shall have
More informationSOURCE CAPITAL, INC.
SOURCE CAPITAL, INC. DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN A Dividend Reinvestment and Direct Stock Purchase Plan ( Plan ) is available to all record holders of Common Stock of Source Capital,
More informationPAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings:
PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN 1. PURPOSE OF THE PLAN Pan American Silver Corp. (the Company ) hereby amends and restates its stock option and compensation share plan
More informationNC General Statutes - Chapter 54 Article 14F 1
Article 14F. Savings Accounts. 54-109.53. Shares. (a) The capital of a credit union consists of the payments made by members on shares, undivided surplus, and reserves. (b) Shares may be subscribed to,
More informationANGEL FINANCING: ANNOTATED TERM SHEET
ANGEL FINANCING: ANNOTATED TERM SHEET Perkins Coie LLP This term sheet has been prepared assuming a fairly standard preferred stock financing by angel investors for an Oregon corporation. The specific
More informationBusiness Succession Planning
Business Succession Planning with Key Person Coverage and Buy-Sell Agreements Program Highlights & Fact Finder You put maximum effort into establishing and running your business. But are you taking the
More informationComputershare Trust Company BYDSsm Buy Direct Stock
Computershare Trust Company BYDSsm Buy Direct Stock All correspondence and inquiries concerning the Program should be directed to: Computershare Trust Company P.O. Box A3309 Chicago, Illinois 60690-3309
More informationAMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC. Pursuant to Sections 242 and 245 of the General Corporation Law of Delaware Baxter International Inc., a corporation organized
More informationAdams Brothers. Who s going to own your business after you? Review of Buy/Sell/Keep Alternatives Structure, Valuation, and Funding
HDaroff@BaystateFinancialPlanning.com www.baystatefinancialplanning.com Who s going to own your business after you? Review of Buy/Sell/Keep Alternatives Structure, Valuation, and Funding Adams Brothers
More informationREALIZING VALUE - BUYING AND SELLING YOUR BUSINESS
REALIZING VALUE - BUYING AND SELLING YOUR BUSINESS Presented By: Norm Snyder and Jeff Capron November 2009 805 King Farm Boulevard, Suite 300 Rockville, Maryland 20850 301.231.6200 301.231.7630 F www.aronsoncompany.com
More informationLIMITED LIABILITY COMPANY AGREEMENT CANTOR EXCHANGE, LLC
LIMITED LIABILITY COMPANY AGREEMENT OF CANTOR EXCHANGE, LLC THE UNDERSIGNED is executing this Limited Liability Company Agreement (this Agreement ) for the purpose of forming a limited liability company
More informationEMPLOYEE STOCK OWNERSHIP PLANS
EMPLOYEE STOCK OWNERSHIP PLANS AN EXTRAORDINARY FINANCIAL AND EMPLOYEE BENEFIT TOOL FOR THE CLOSELY-HELD COMPANY Ice Miller LLP Legal Counsel 2013 Ice Miller LLP All Rights Reserved TABLE OF CONTENTS PART
More informationBusiness Divorce, Valuation and the Importance of a Buy-Sell Agreement. by Gerald A. Shanker
Business Divorce, Valuation and the Importance of a Buy-Sell Agreement by Gerald A. Shanker Business Divorce, Valuation and the Importance of a Buy-Sell Agreement by Gerald A. Shanker Buy-sell agreements
More informationEMPLOYEE SHARE OWNERSHIP PLANS IN OWNER MANAGED BUSINESSES
EMPLOYEE SHARE OWNERSHIP PLANS IN OWNER MANAGED BUSINESSES Phil Thompson Business Lawyer, Corporate Counsel www.thompsonlaw.ca An employee share ownership plan ( ESOP ) (also known in many cases as an
More informationPROPERTY MANAGEMENT AGREEMENT. Vacation Rental. between. Captain Cook & Associates (agent)
PROPERTY MANAGEMENT AGREEMENT Vacation Rental between Captain Cook & Associates (agent) 1012 Kapahulu Avenue Suite 110 Honolulu, Hawaii 96816 Phone: (808)-735-5588 Fax: (808)-737-8733 and Address: (owner(s)
More informationEXHIBIT 10(cv) National Western Life Insurance Company 2011 EXECUTIVE OFFICER BONUS PROGRAM ADDENDUM
EXHIBIT 10(cv) National Western Life Insurance Company 2011 EXECUTIVE OFFICER BONUS PROGRAM ADDENDUM Participants maximum payout potential in the 2011 Executive Officer Bonus Program include: Robert L.
More informationIndex to Rules. Local Probate Rule 1...Hours of Court. Local Probate Rule 2...Examination of Files, Records and Other Documents
Local Rules of Court Geauga County Court of Common Pleas Probate Division (Effective July 1, 2009) Index to Rules Local Probate Rule 1...Hours of Court Local Probate Rule 2...Examination of Files, Records
More informationSAMPLE MODEL LANGUAGE FOR EDWARD JONES TRUST COMPANY FOR THE USE OF LEGAL COUNSEL ONLY
SAMPLE MODEL LANGUAGE FOR EDWARD JONES TRUST COMPANY FOR THE USE OF LEGAL COUNSEL ONLY This sample model language is provided for the reference of the drafting attorney as an educational and informational
More informationI. Structural Roles. II. Ownership
I. Structural Roles Any business organization requires decisions to be made on three levels; ownership, governance and management. Although some or all of the individuals involved may be present at all
More informationOWNERSHIP TRANSITION
OWNERSHIP TRANSITION PLANNING AHEAD Peter W. Bennett, Esquire Winer and Bennett, LLP 111 Concord Street, P.O. Box 488 Nashua, NH 03061-0488 (603) 882-5157 pbennett@winerbennett.com DEFINING THE PROBLEM
More information