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May 31, 2011

Teaching Buy sell Agreements

Once again I am coming to the masses to see if you have any thoughts or suggestions about teaching Buy-Sell Agreements to students. I curently have students in my Unincorporated Business Associations class negotiate and draft portions of a Buy-Sell agreement as one of three negotiated drafting exercises that they do.  (If anyone is interested, you can  Download Buy Out Agreement Drafting Exercise:  it contains common facts, a balance sheet, a sample agreement and then secret facts for each client).  I have been thinking about how to approach teaching what is a fun, but complex tool.  (Also I just wrote a short article on buy-sell agreements, which I will link to when ready to go.)  With this on my mind, I am curious to know the following:

(1)  do you teach buy-sell agreements? if so, in what class?

(2) how do you teach buy-sell agreements? lecture, drafting, traditional cases, or supplemental "business" reading?

(3) does anyone have a citation for a great case that is illustrative of the purpose, pitfalls, or components of a buy-sell agreement? 

There have been 3 cases reported in federal courts in 2011, about 9 federal cases in 2010 and a handful of Delaware cases since 2000.  The search results lists are available to Download Buy-Sell federal litigation and Download Delaware Buy-Sell Agreement cases.

The most accessible (to students) description of buy-sell agreements that I have found is in Dwight Drake's Business Planning: Closely Held Entities book.

Anne Tucker

May 31, 2011 | Permalink

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