WebCredenza 2024 When business partners want out: Business divorce, part 2

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.

Part 1:

• Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques.
• Special considerations when the divorce involves LLCs, S Corps or partnerships.
• Valuation methods and disputes in a business divorce.
• Techniques for financing a buyout as part of a business divorce.
• Minimizing adverse tax consequences in a business divorce.

Part 2:

• Compensation and retirement plan-based techniques for accomplishing a business divorce.
• Special issues when a business divorce involves a distressed business.
• Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce.
• Important intellectual property issues, including customer lists, goodwill and trade secrets.
• Preservation of valuable tax attributes.

Opinions and positions stated by presenters of MoBarCLE programs are those of the presenters and not necessarily those of The Missouri Bar. This program is intended as information for lawyers in Missouri, in conjunction with other research they deem necessary, in the exercise of their independent judgment.