SME Situations: Protecting Shareholders & Buy-Sell Agreements (BIZ2)

SME Situations – Protecting Shareholders & Buy-Sell Agreements (BIZ2)


BIZ2 is the second module that deals with the business continuity of SMEs.

In this module, we learn about the business continuity challenges of business entities when a shareholder leaves the business suddenly due to various trigger events. A buy and sell agreement (BSA) is a legally binding contract that stipulates how a shareholder’s share of a business may be dealt with if that shareholder leaves the business. Most often, the BSA specifies that the deceased’s shares be sold to the surviving shareholders.

We examine the industry that the company is in to discover relevant trigger events. Such events can be voluntary (such as retirement) and involuntary (such as death and disability). The funding of the BSA can be through life insurance or through non-insurance means.

The anatomy of a basic BSA will be studied to learn the main part of such an agreement including who are the needed participants in the agreement, valuation of the company, the payment of premiums for insurance policies and obligations of various parties in the BSA.

We introduce the use of a trust to hold the insurance policies in order to help secure performance. Using a trust is important where the number of shareholders in the BSA is and/or the value of the insurance policies are large.

Trainees will gain practical knowledge from actual case studies to guide their clients in their estate planning. The trainers are not only accomplished estate planning practitioners in their specialised fields but are also excellent at simplifying and communicating technical content.


Course Objectives and Outcomes

  1. To learn about the challenges a company faces without continuity planning.
  2. To understand the buy-sell agreement and how it can help companies transition when a shareholder suddenly leaves.
  3. To examine the key aspects of a BSA and the relevant trigger events.
  4. To provide a basic understanding of valuation of the company.
  5. To learn how the company can prepare to fund the buying and selling of shares through insurance or otherwise.


Contents Outline:

  1. What is a Buy-Sell Agreement (BSA)?
  2. Anatomy of a basic BSA
  3. Using a Trust with the BSA
  4. Anatomy of a BSA with Trust
  5. Sample Workflow
  6. Some Outlier Situations
  7. Valuation
  8. Approaching SMEs for Planning