Tuesday, August 16, 2011

Buy-Sell Agreements for Pharmacy Owners in Washington

By Brad MacLiver
Authorship and profile at Google


When a WA 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 Washington pharmacy business.
                 
Pharmacy buy-sell Agreements are designed to protect the interest of the parties that own the WA pharmacy and direct the actions triggered by a stockholder who leaves the business due to death, disability, divorce, retirement, or dissolution. The buy-sell agreement will govern when and how the shares of the pharmacy business can be transferred or sold. It also provides guidance as to how the Washington pharmacy should be valued along with the the obligations of all remaining shareholders of the pharmacy.

Buy-sell agreements are crucial documents because the different elements of a future sell will be predetermined and won’t require heated dispute or negotiation during a grieving period. It will provide both the family and stockholder with a level of comfort that, when the inevitable time comes for an exit strategy, the process was carefully thought out in advance.

Disadvantages of not having a buy-sell agreement between Washington 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 WA pharmacy business.

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 Washington:
1. Stockholders names and the number of shares and voting rights of each. 
2. Guidance for the certified WA 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.
15. Enforceability of the agreement, the binding effects, and arbitration procedures for disputes.
16. Process for dissolution, or liquidation, of the corporation.
17. Maintaining the premises during a transition.
18. Preserving representations and warranties.
19. The terms of transfer.
20. Bill of Sale.

To make certain that the required money is available, buy-sell agreements are typically funded with a life insurance policy. Should the death of one of Washington pharmacy owners occur, the life insurance settlement provides the necessary funds for the remaining pharmacy owner to buy the partner's shares from the estate.

Life insurance coverage for each partner needs to be in place, because without a way to accomplish the purchase of the pharmacy shares the buy-sell agreement will not be functional. As the business grows and develops the amount of insurance need to be adjusted to provide an adequate coverage. Without the insurance the surviving stockholder may not have enough cash to satisfy the amount required to buy out the estate - leaving the survivor with an unwanted partner.

To have the adequate insurance coverage and to determine the specifics of the buy-out terms, a certified WA pharmacy business valuation is needed. There are a large number of companies that provide business valuations. Due to the dynamics and current market conditions of the Washington pharmacy industry a valuation firm should have extensive pharmacy experience. Simple accounting formulas and multipliers will not provide an adequate, or realistic, valuation for a pharmacy business.

Pharmacy buy-sell agreements are extremely important documents in Washington that need to be completed with seriousness and care. Even with a long standing partnership, it is only too late to create a buy-sell agreement when an event has already occurred....that would require the document.

Some tips regarding Buy-Sell agreements:
1. Buy-Sell Agreements are important, critical documents that should be taken very seriously. Consult a licensed professional during preparation.
2. Documents need to address the proper laws and regulations which can vary from state to state. Seek proper guidance for WA state laws.
3. Insurance premiums that will fund the buy-sell agreement could possibly be deductible.
4. Ensure that the WA pharmacy valuation is performed by an established Washington pharmacy industry expert.