An Estate Planner's Guide to Buy-Sell Agreements for the Closely Held Business, Fourth Edition

(Paperback)

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An Estate Planner's Guide to Buy-Sell Agreements for the Closely Held Business is a comprehensive guide to buy-sell agreements for estate planning attorneys and other professionals who advise closely held businesses and their owners. It includes a detailed discussion of the objectives of a buy-sell agreement, which are the reasons for having such an agreement. There is also a detailed discussion of the drafting issues, including tax and nontax issues. The focus is on accomplishing the objectives of the owners in the business and in avoiding potential conflicts.

There is a detailed discussion of establishing the value of an interest in a close held business for estate tax purposes, and when the price under a buy-sell agreement can establish that value. The book also covers income tax consequences and includes a discussion of special considerations in connection with drafting buy-sell agreements for S-Corporations, partnerships, and professional corporations. The book also covers consideration in valuing an interest in closely held businesses and unique problems when dealing with family-owned entities.

This fourth edition reflects changes to the tax code made by the Tax Cuts and Jobs Act of 2017 and includes a discussion of the Connelly case, which dealt with when the price under a buy-sell agreement will establish the value for estate tax purposes and whether life insurance proceeds used to purchase the interest of a decedent owner in the business should be included in the value of the business for valuing the decedent's interest in the business for estate tax purposes.

An attorney who represents closely held businesses needs to be familiar with such issues, even if not actually involved in drafting such agreements. In many cases, the attorney or other advisor will need to review such agreements when advising the client who owns an interest in a closely held business. The agreement will alert the advisor about restrictions on the owner's ability to transfer the interest and whether the owner's interest will be purchased by the entity or other owners when the owner dies, becomes incompetent, or desires to terminate the owner's interest in the entity.

Author Bio

Louis A. Mezzullo is of counsel with Withers Bergman LLP, practicing principally out of its San Diego, CA, office. His principal areas of practice are taxation and estate, business, and employee benefit planning. He was an adjunct professor of law at the University of Richmond Law School from 1978 to 2006, where he taught courses in those subjects and was on the faculty of the University of Miami School of Law Graduate Program in Estate Planning from 2004 until 2007. He was an adjunct professor at the University of San Diego School of Law in 2009. He is listed in Who's Who in American Law, Who's Who in Emerging Leaders, Who's Who in America (Marquis Who's Who Publishers) and The Best Lawyers in America (for tax, employee benefits, and trust and estates) (Woodward/White Publishers). He has written articles on the subjects of taxation, estate planning, and employee benefits for the Journal of Taxation, University of Richmond Law Review, Virginia Bar Association Journal, Estate Planning, ACTEC Journal, Probate & Property, Taxation for Accountants, Taxation for Lawyers, Taxation of Employee Benefits, Journal of Passthrough Entities, Business Entities, and Trusts & Estates. He has authored An Estate Planner's Guide to Buy-Sell Agreements (1st, 2nd and 3rd editions), An Estate Planner's Guide to Life Insurance (1st and 2nd Editions), An Estate Planner's Guide to Qualified Retirement Plan Benefits (1st, 2nd, 3rd, 4th, 5th, and 6th editions), An Estate Planner's Guide to Family Business Entities (1st, 2nd, 3rd, and 4th editions), and Valuation Rules Under Chapter 14, all published by the American Bar Association Section of Real Property, Trust and Estate Law; coauthored Advising the Elderly Client, published by Clark Boardman Callaghan; authored Transfers of Interests in Family Entities Under Chapter 14: Sections 2701, 2703, and 2704, 803 Tax Management Portfolio (3rd edition), The Mobile Client: Tax, Community Property, etc., 835 Tax Management Portfolio (3rd Edition), Estate Planning for Owners of Closely Held Business Interests, 809 Tax Management Portfolio (2nd edition), Family Limited Partnerships and Limited Liability Companies, 812 Tax Management Portfolio, Estate and Gift Tax Issues for Employee Benefit Plans, 378 Tax Management Portfolio (1st, 2nd, and 3rd editions), and Valuation of Corporate Stock, 831 Tax Management Portfolio (3rd edition), all published by the Bureau of National Affairs, Inc.; and was editor and coauthor of Limited Liability Companies in Virginia, published by the Virginia Law Foundation. He has spoken at numerous tax and estate planning conferences, including the Heckerling Institute on Estate Planning, the University of Southern California Institute on Federal Taxation, the Notre Dame Estate Planning Conference, the Mid-America Tax Conference, the Heart of America Tax Conference, the William and Mary Tax Conference, and the Virginia Federal Tax Conference. Mezzullo received his J.D. from the University of Richmond Law School, and a B.A. and M.A. from the University of Maryland. He is a past Chair of the American College of Tax Counsel; a Fellow of the American Bar Foundation; a Fellow of the Virginia Law Foundation; the a past president and Regent of the American College of Trust and Estate Counsel, as well as former Chair of its Business Planning, Employee Benefits in Estate Planning, and Elder Law Committees; a Charter Fellow of the American College of Employee Benefits Counsel; a former Academician and a former Vice President of the International Academy of Trust and Estate Law; and a member of the Virginia State Bar inactive), California State Bar, and American Bar Association; a former Vice-Chair of the ABA Section of Taxation; and past Chair of the ABA Section of Real Property, Trust and Estate Law. He is also a member of the Heckerling Institute on Estate Planning Advisory Committee,