Case Study – Buyout Agreement

LOCATION

• Pittsburgh, PA

LEGAL SCOPE

• Business succession planning

CASE NOTES

• Successful financial planning practice
• Agreement accounted for seller’s health history
• Complicated business succession plan
• Unable to utilize traditional insurance planning

DETAILS & OUTCOME

In anticipation of his retirement, my client planned to sell his book of business, which he had developed for more than thirty years, to a younger colleague. For this, he requested a suitable contract. This contract would need to cover the last two years that my client intended to work as well as the period after his retirement while he was still receiving payments for his business.

Due to my client’s health history as a cancer survivor, we were unable to make use of life insurance or disability insurance to ensure that the purchaser would have the funds necessary to purchase my client’s business. This created the necessity for a more customized buyout agreement.

I drafted the contract with provisions to calculate the business’s purchase price, which would vary depending on whether my client retired and sold his business or whether his work ended for other reasons, such as his untimely death, disability or termination. The price was higher in the event of retirement, where the client could assist in transitioning customers to the new buyer; lower if the sale were to follow the client’s death, where such transition work would be impossible. The agreement contained a complicated matrix of possible outcomes balancing the buyer’s desires and my client’s and his wife’s needs.

The business was successfully sold and my client is now enjoying his retirement.