Valuation Overview Sample Clauses

Valuation Overview. The shareholders agreement should include specific provisions regarding the determination of the purchase price in the event that shares are to be purchased by the corporation or the other shareholders pursuant to the agreement. The valuation provision is not only highly negotiated but also often litigated. There are many alternatives to consider including: (i) a set price agreed to among the parties (which may or may not be updated over the years), (ii) a price determined by appraisal which should approximate the “fair market value,” and (iii) a price determined by a formula, which could include book value (assets minus liabilities), adjusted book value (e.g. including good will and the fair market value of significant assets instead of the book value), a multiple of earnings or other criteria. Each of these methods has its advantages and disadvantages.
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