Buyouts
Buyouts arrive in two moods: negotiated and contested. The firm handles both — structuring and documenting membership interest purchases and equity unwinds when the parties agree, and advising members and managers on fiduciary duties, valuation leverage, and dispute strategy when they don’t. Because the firm litigates the contested ones, its negotiated buyouts are papered against every argument the departing or remaining owners could later make.
Services
SEVEN ITEMS- Membership interest purchase agreements and equity transfer documentation
- Medical and professional practice buyouts, including practitioner-side representation
- Negotiated equity unwinds and settlement agreements
- Valuation framework negotiation and payment structuring
- Fiduciary duty counsel to members and managers under the TBOC
- Governance amendments, releases, and post-closing separation terms
- Contested buyout strategy (with Litigation)
Representative Experience
FOUR MATTERSStructured and documented negotiated LLC buyouts and equity transfers, including membership interest purchase agreements and governance amendments.
Structured and documented buyouts of medical practices, including the non-compete and post-separation terms that decide what the exit is actually worth.
Counsel to LLC members and managers in contested buyouts, capital contribution disputes, and fiduciary duty claims — and drafted the settlement agreements that resolved them.
Business separation of a multi-location retail and hospitality business that had operated without a written operating agreement — reconstructing ownership and economics, documenting a negotiated buyout, and allocating brand and intellectual-property rights, revenue interests, releases, and post-separation obligations. More →
Representative matters. Prior results do not guarantee a similar outcome.
Process
FOUR STEPSPosition assessment
The agreement’s exit mechanics, the parties’ leverage, and the realistic range.
Structure
Price, payment terms, security, and tax treatment.
Documentation
Purchase agreement, releases, governance amendments, and consents as one closing set.
Separation
Post-closing covenants and clean records.
FAQs
THREE QUESTIONSOur operating agreement has a buyout formula. Are we stuck with it?
Often it controls; sometimes it’s ambiguous or was waived by conduct. Reading it is the first hour of work.
What if the other side won’t negotiate?
Then leverage gets built — books-and-records rights, fiduciary claims, deadlock provisions — and the negotiation resumes on different terms. See Shareholder & Partnership Disputes.
How is the buyout price paid?
Frequently over time, secured — which makes the promissory note and security terms as important as the price.