About Bise Business Advisory

Bise Business Advisory helps businesses solve problems, serving as an expert resource for the unexpected.

Bise is experienced in business valuation, restructuring, interim management and litigation support.


John R. Bise
Accredited Valuation Analyst
Suite 125-C
Big Spring Summit
100 Church St., SW Huntsville, AL 35801

John Bise email
256.704.4444 main
256.337.6004 mobile
256.319.7922 fax

February 1, 2011

Your Buy-Sell Agreement: Though Carefully Tailored, Its Fit Is Limited

For years I have reviewed shareholder and buy-sell agreements from standpoints of business, valuation and practicality which are distinct from a legal review. Generally such agreements are significant in closely-held businesses. Undoubtedly when your attorney crafted your agreement he or she was meticulous in considering the circumstances, needs and practicalities.  Precisely because such care is given, these agreements have limited “shelf lives.” As circumstances, goals and parties change, the very factors that made an agreement well-suited might cause it to become ill-fitting.  I have a handsome suit that fit well when I was regularly running over 20 miles a week; today I can’t wear it. Similarly, some buy-sell agreements that were apropos only a couple of years ago are today sadly mismatched.

In the past year I have worked in a handful of cases in which an outdated buy-sell or shareholder agreement has contributed to substantial problems among partners or for some shareholders. Unfortunately, unlike my constraining suit that alerts me to the need to replace it, buy-sells too often are left in file cabinets until needed. The outdated agreement can be a disastrous problem, extraordinarily difficult to cure if curable at all.

I urge you to revisit your buy-sell agreement if you have one and consider one if you do not. In addition to your scrutiny and that of your legal counsel, I suggest you consider an analysis for financial and valuation points. Changes in terminology and prevailing practices can make murky what was once clear.

I fully appreciate that legal counsel differs from valuation considerations. I am not an attorney. My role in these matters is that of assisting business owners and their counsel in discernment and clarity. Understanding the impact of various terms on valuation is key to capturing the intent of parties and avoiding difficult and expensive problems down the road. 

I would appreciate your consideration as you undertake this task.  As always, I am glad to speak on a “no-names” or confidential basis should you have questions.  Give me a call.

Warm regards,

John R. Bise
Accredited Valuation Analyst