Wednesday, August 10, 2011

Buy-Sell Agreements for in Nebraska Pharmacy Owners

By Brad MacLiver
Authorship and profile at Google


When a NE pharmacy is owned by two or more people the stockholders/partners should have a Buy-Sell Agreement. A buy-sell agreement is a written document that provides the procedures and governs the future sale of the pharmacy business.
               
Nebraska pharmacy buy-sell Agreements protect the interest of the parties who own the NE pharmacy and directs the actions triggered by a stockholder leaving the business due to death, disability, divorce, dissolution, or retirement. The agreement will govern how and when the shares of the pharmacy business can be sold, or transferred. It will also provide guidance as to how the pharmacy will be valued along with the obligations of the remaining shareholders of the pharmacy.

Buy-sell agreements are important because the different elements of a future sell are predetermined and won’t need to be negotiated during a heated dispute, or during a grieving period. It provides both the stockholder and the family a comfort level that when the inevitable time comes for an exit strategy that the process was thoroughly thought out in advance.

Disadvantages of not having a buy-sell agreement between NE pharmacy owners is that a disability may leave one partner working more and another not adding to the productivity. In the event of a death, without an agreement, one partner may be left with a nonproductive heir, or a new partner may be inserted that has personality conflicts with the surviving partner. The wrong partner could be devastating for the pharmacy business in Nebraska.

There are various types of buy-sell agreements such as: Entity Buy-Sell Agreement, Cross-Purchase Buy-Sell Agreement, Wait and See Buy-Sell Agreement, Disability Buy-Sell Agreement. Buy-sell agreements are also known as a Business Will or a Buyout Agreement.

Potential elements of a Buy-Sell Agreement in Nebraska:
1. Stockholders names and the number of shares and voting rights of each. 
2. Guidance for the certified pharmacy valuation and purchase of a stockholder’s shares.
3. Mutual covenants and considerations.
4. Restrictions on transferring, purchasing or encumbering the company’s stock.
5. Protocol in the event of a shareholder’s divorce or termination of a shareholders employment.
6. Obligation to buy/sell shares from an estate.
7. Purchase of insurance to ensure ability to meet obligations.
8. Purchase of stock paid in lump sum or by installments.
9. Remedies for breach of the agreement or default of payment.
10. Until transfer is complete the right to inspect books and records.
11. Amendments and notices for offers or legal matters.
12. Enforceability of the agreement, the binding effects, and arbitration procedures for disputes.
13. Process for dissolution, or liquidation, of the corporation.
14. Maintaining the premises during a transition.
15. Preserving representations and warranties.
16. The terms of transfer.
17. Bill of Sale.

To make certain that the necessary money is available, buy-sell agreements often use a life insurance policy for funding. In the event that a death of one of pharmacy owners occur, the life insurance settlement will then provide funds for the remaining pharmacy owner to buyout the partners shares from the estate.

It necessary to have life insurance coverage for each partner in place.  Without the means to accomplish the purchase of the Nebraska pharmacy shares, the buy-sell agreement will be effectively useless. As the business flourishes, the amount of insurance needs to be adjusted so adequate coverage can be provided.  Without life insurance, it is likely that the surviving stockholder will not have enough cash to satisfy the amount required to buy out the estate.  This leaves the survivor with an unwanted partner.

A certified NE pharmacy business valuation is necessary in order to have the adequate insurance coverage and to determine the specific terms of the buy-out.  Several companies exist that provide business valuations.  However, considering the dynamics and current market conditions of the pharmacy industry, the valuation firm consulted should have extensive experience in the pharmacy industry because simple accounting formulas and multipliers will not provide a realistic or even adequate valuation for a pharmacy business in Nebraska.

Nebraska pharmacy buy-sell agreements are extremely serious documents that need to treated with utmost importance and care.  Even with a solid, long-standing partnership, it will be too late to create a buy-sell agreement when an event has already occurred which requires the document.

Tips:
1. Buy-Sell Agreements are critical documents that should not be taken lightly. Consult a licensed professional.
2. Documents must address the proper laws and regulations which vary from state to state. Seek the proper guidance.
3. Premiums for insurance that will fund the buy-sell agreement might be deductible.
4. Ensure that the NE pharmacy valuation is performed by an established Nebraska pharmacy industry expert.