Professional Associations

Professional Association Forms For Attorneys

Items 1-10 of 17

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  1. Sample Page 1
    Buy-Sell Stockholders' Agreement: Cross-Purchase (17 Pages)
    This is a Cross-Purchase Stockholders’ Agreement between two stockholders and their corporation. The Agreement requires each stockholder to purchase the stock of the other in the corporation in the event of death or disability. There is also a provision requiring a stockholder wishing to sell his or her shares to give the other stockholder a right of first refusal to meet any bona fide offer (Article IV). This Agreement should be distinguished from an entity purchase agreement, where the entity itself, rather than the stockholders, is the purchaser in the event of death or disability.
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  2. Sample Page 1
    Buy-Sell Stockholders' Agreement: Entity Purchase (19 Pages)
    Mr. Siegel, who wrote, and uses for his clients, this Form, advises that these buy-sell agreements are now more attractive to clients. Specifically, he says:
    "Since the 2017 Act repealed the corporate alternative minimum tax, the prior law making life insurance payments owned by a corporation and collected at death to facilitate a buy-sell an AMT tax preference is over. That discouraged some C corporation entity purchases. They may be more favorable now."

    This is an entity purchase Stockholders’ Agreement whereby the Corporation is the purchaser of the stock of a deceased or disabled stockholder. The Agreement addresses a number of situations where a stockholder may wish to sell his or her stock, namely a sale to a third party, death and permanent disability. Article IV gives the corporation first, then the remaining stockholders, a right of first refusal to purchase the shares of a stockholder wishing to sell. Note that the price indicated here for the “insiders” to buy is the lesser of the third-party offered price or the agreed-upon price for the stock included in the Agreement. If desired, that could be changed to force the insiders to meet the offered price.
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  3. Sample Page
    Consulting Agreement For The Seller Of A Business (6 Pages)

    This is a Form of Consulting Agreement to be used in a situation where the Consultants have just sold their business to the Company as the purchaser. Several issues may be addressed here: the Company wants to retain the availability of the Consultants for their know how, familiarity with clients and customers, etc.; there may also be a tax concern – if the purchaser pays for the ownership interest of the sellers, the sellers may have capital gain, and the purchaser may have an asset that cannot be depreciated – or only depreciated over many years.

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