Why Buy-Sell Agreements Are Tough for Owners to Talk About

I finally finished Z. Christopher Mercer’s book, Buy/Sell Agreements: Ticking Time Bombs or Reasonable Resolutions?  Through no fault of Mercer’s, a number of things got in the way (work projects, travel schedule, the need to tune out/take a break/read trashy murder mysteries) of my reading through this intelligent and straightforward book — as I had promised I would earlier this year. While Buy/Sell Agreements isn’t what I’d call light reading, it’s certainly accessible and amply illustrates Mercer’s fundamental point:  that buy/sell agreements aren’t just legal contracts — they’re also business and valuation documents.  No surprise, then, to learn that Mercer is not an attorney (heaven forfend!), but rather, a business valuation specialist with extensive experience in corporate valuation and investment banking services. It’s in the valuation where so many agreements, downloaded from the Internet, have glaring omissions.  They don’t explore what the company is worth, how ownership interests will be transferred, and when owners get paid for that interest.  Why is that so crucial?  As Mercer notes, because you can’t predict the future — you never know who will…