Comprehensive Guide to Buy-Sell Agreements for New South Memphis Businesses
Buy-sell agreements help business owners plan how ownership interests will transfer when certain events occur. For businesses in New South Memphis, a well-drafted buy-sell agreement reduces uncertainty when an owner retires, becomes incapacitated, passes away, or wants to leave the company. This document clarifies who may buy shares or membership interests, how those interests are valued, and the process for completing the transfer. Owners who address these issues proactively establish a roadmap for continuity so the business can continue operating without prolonged disputes or disruption to customers, employees, or vendors.
This guide explains the key provisions of buy-sell agreements, the common funding mechanisms used to implement them, and practical steps local businesses can take to make the arrangement workable. Whether you operate as a corporation, LLC, or partnership in Shelby County, understanding the legal and financial mechanics of a buy-sell agreement helps protect both the business and the departing owner. We cover valuation methods, triggering events, transfer restrictions, and dispute resolution so owners can make informed decisions about tailoring an agreement to their company’s needs and local business environment.
Why a Buy-Sell Agreement Matters for Local Businesses
A carefully drafted buy-sell agreement preserves business continuity by setting expectations before a transfer is needed. It prevents ownership disputes by outlining who may acquire interests and under what conditions, reducing the risk of protracted litigation that can drain resources. In addition, a buy-sell agreement clarifies valuation and payment terms so owners know what to expect financially. For family-owned or closely held companies in New South Memphis, these provisions protect relationships and reputation by avoiding surprise transfers and ensuring the business remains aligned with the owners’ long-term goals.
About Jay Johnson Law Firm and Our Approach to Buy-Sell Agreements
Jay Johnson Law Firm serves businesses across Tennessee with focused representation on business and corporate matters, including buy-sell agreements and succession planning. Our approach emphasizes clear communication, practical solutions, and documents tailored to each company’s structure and goals. We work with owners to identify likely triggering events, select valuation procedures, and design funding strategies that fit cash flow and tax considerations. Our aim is to draft agreements that are enforceable, realistic, and aligned with how the business operates day to day in Shelby County and surrounding communities.
Understanding Buy-Sell Agreements: Core Concepts and Practical Considerations
Buy-sell agreements are contracts among business owners that establish rules for transferring ownership interests. Key choices include the triggers that allow or require a buyout, the valuation method for determining price, and the process for funding the purchase. Agreements may impose restrictions such as right of first refusal, put and call arrangements, or mandatory sales upon certain events. Understanding these elements helps owners craft protections that suit their company’s needs while minimizing surprises and interruptions to operations when a change in ownership occurs.
A practical buy-sell agreement also addresses timing and mechanics so transfers proceed efficiently. That includes deadlines for notification and closing, documentation required for transfer of shares or membership interests, and tax considerations for both the selling owner and the business. Additionally, thoughtful agreements include dispute resolution procedures and contingency plans for unexpected circumstances. With clarity in place, owners can avoid delays that harm the company’s reputation with customers, vendors, and employees and reduce the potential for expensive disagreements.
Definition and Key Features of a Buy-Sell Agreement
A buy-sell agreement is a legally binding contract that governs how ownership interests in a private business are transferred. It specifies who may acquire interests, the events that trigger a sale, and the method used to calculate the purchase price. Common features include buyout triggers, valuation formulas, funding mechanisms, and transfer restrictions. The document can be drafted as a stand-alone agreement or integrated into corporate bylaws or an operating agreement. Well-crafted provisions reduce ambiguity and set a predictable path for ownership transitions that protects the company’s ongoing operations and value.
Key Elements and Typical Processes in a Buy-Sell Agreement
Typical buy-sell agreements cover triggering events, valuation methods, payment terms, funding sources, transfer restrictions, and dispute resolution. Triggering events commonly include death, disability, retirement, bankruptcy, divorce, or voluntary sale. Valuation might be fixed, formula-based, or determined by appraisal. Payment terms can span lump sum, installments, or securitized notes. Funding often relies on insurance, company reserves, or buyer financing. Addressing these components up front reduces uncertainty and provides a step-by-step process to complete ownership transfers efficiently and fairly for all parties.
Key Terms and Glossary for Buy-Sell Agreements
This glossary explains the vocabulary used in buy-sell agreements so owners can make informed choices. Understanding terms such as appraisal, cross-purchase, entity-purchase, buyout triggers, and valuation date helps during drafting and negotiation. Clear definitions prevent misunderstandings and ensure the document operates as intended when an event occurs. Reviewing these key terms early in the planning process allows business owners and their advisors to select language that reflects the company’s commercial realities and protects the parties’ financial interests while maintaining continuity of the business.
Appraisal and Valuation Method
An appraisal refers to a professional valuation used to determine the fair market value of a business interest when a buyout occurs. Agreements may specify an appraisal procedure, including selection of appraiser(s), valuation standards, and the date of valuation. Valuation clauses can also rely on formulas tied to earnings or book value to streamline the process. Choosing a clear valuation method in advance reduces disputes about price and helps ensure that the buyout reflects the business’s value at the time of the triggering event.
Cross-Purchase Arrangement
A cross-purchase arrangement requires individual owners to buy the departing owner’s interest directly. This structure can be tax-advantageous in certain circumstances and is common among small closely held businesses. The agreement should outline how buyers are identified, how purchase obligations are allocated among owners, and what happens if an owner cannot or will not participate. Proper drafting ensures the company continues operation while enabling a smooth transfer of ownership among the remaining owners.
Entity-Purchase Arrangement
An entity-purchase arrangement has the company itself purchase the departing owner’s interest, after which the company may retire shares or redistribute them under existing ownership rules. This approach simplifies the process because the company handles the purchase rather than multiple individual owners. Considerations include corporate funding capacity, tax consequences, and how the repurchase affects existing owners’ proportional interests. The buy-sell agreement should clearly describe the mechanics and responsibilities involved in an entity purchase.
Triggering Events and Transfer Restrictions
Triggering events are circumstances that activate the buy-sell provisions, such as death, disability, retirement, divorce, or bankruptcy. Transfer restrictions limit who may acquire ownership interests, often giving remaining owners the first opportunity to purchase. These provisions protect the company from unwanted outside owners and preserve the business’s operational integrity. A buy-sell agreement should define triggers and restrictions precisely, including notice requirements and timelines for completing any required transfers or buyouts.
Comparing Legal Options for Structuring a Buy-Sell Agreement
Different structures for buy-sell agreements offer distinct advantages. Cross-purchase agreements place the buyout obligation on individual owners and can benefit certain tax situations. Entity-purchase agreements centralize the purchase, which can simplify logistics but requires company funding. Some businesses opt for hybrid approaches or tiered systems that combine elements of both. The best choice depends on company size, owner relationships, financing capacity, and tax considerations. Comparing these options helps owners select an arrangement that balances fairness with practical ability to complete the buyout when needed.
When a Limited Buy-Sell Arrangement May Be Appropriate:
Smaller Ownership Groups with Stable Roles
A limited buy-sell arrangement can suffice for small companies with stable ownership and clearly defined roles. In such situations, owners may prefer a straightforward clause outlining a fixed valuation or simple formula for transfers, avoiding costly appraisal processes. A lean agreement can reduce upfront legal costs while still providing a mechanism to resolve transfers when an owner departs. It is important, however, to include clear notification and timing provisions so any required transfer proceeds smoothly without disrupting daily operations or stakeholder relationships.
Low Likelihood of Ownership Changes
When owners expect few changes in ownership and have strong mutual trust, a limited approach may be enough to manage foreseeable events. Simple buy-sell provisions that handle death or complete withdrawal, combined with basic funding rules, can provide peace of mind without overcomplicating governance. Even so, the agreement should address potential contingencies and include dispute resolution language. A narrowly tailored document reduces complexity while ensuring essential protections exist if an unexpected transfer becomes necessary.
When a More Comprehensive Buy-Sell Arrangement Is Advisable:
Complex Ownership Structures and Multiple Stakeholders
Businesses with multiple owners, varied ownership percentages, or intertwined family interests often benefit from a more comprehensive buy-sell agreement to handle complexity. Detailed provisions on valuation disputes, staggered buyouts, insurance funding, and contingencies for divorce or creditor claims reduce the chance of unexpected consequences. A comprehensive agreement can also coordinate with company governing documents and estate plans to align ownership transitions with tax planning and business continuity goals, ensuring the company is prepared for a wide range of future events.
Significant Business Value and External Stakeholder Impact
When a company has substantial value or relies on long-term contracts, employees, or lenders, a comprehensive buy-sell agreement helps protect external relationships. Detailed funding arrangements, clear valuation timelines, and step-by-step transfer procedures minimize the risk that a transfer will disrupt business obligations. This level of planning helps maintain customer confidence, preserve employee stability, and reassure lending institutions by showing that ownership transitions are manageable and the company has a defined path forward.
Benefits of a Comprehensive Buy-Sell Agreement
A comprehensive buy-sell agreement reduces ambiguity, addresses a broad set of potential events, and integrates funding strategies so buyouts can proceed without undue delay. By specifying valuation procedures and payment terms in advance, the agreement prevents protracted disputes and clarifies financial expectations. Including insurance funding or other funding mechanisms reduces the chance that a buyout will unduly burden the remaining owners or the business. Overall, detailed planning provides stability and predictability for owners, employees, and third parties.
Comprehensive documents also support long-term planning by coordinating with succession plans and estate documents. They can reduce tax inefficiencies and prevent unintended ownership changes that could alter the company’s direction. Clear dispute resolution steps and administrative procedures promote faster resolution of disagreements. For businesses concerned about continuity, reputation, and preserving value, a fully developed buy-sell agreement is an investment in reducing future uncertainty and protecting the enterprise across ownership transitions.
Financial Predictability and Funding Security
Predictable valuation and funding provisions help owners plan for financial obligations associated with buyouts. Insurance, escrow, or structured payments can be included to ensure funds are available when needed. This planning protects both selling owners and remaining owners by avoiding ad hoc fundraising or forced sales of company assets. When funding is clearly addressed, the business can operate without the distraction of financing concerns during an ownership transfer, enabling management to focus on operations and customer needs rather than emergency financial arrangements.
Reduced Disputes and Smoother Ownership Transitions
Detailed processes for valuation, notice, and closing reduce the potential for disagreements that can stall a transfer and harm the business. By setting neutral appraisal procedures or predefined formulas, and by establishing timelines and documentation requirements, the agreement reduces ambiguity. Including dispute resolution mechanisms such as mediation or arbitration provides a less adversarial path for resolving differences. These measures help ensure that ownership changes complete in an orderly fashion and that business operations remain stable throughout the transition.
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Practical Tips for Drafting and Using a Buy-Sell Agreement
Start with clear triggering events
Define triggering events precisely to avoid ambiguity when a buyout becomes necessary. Include common circumstances such as death, long-term incapacity, bankruptcy, or divorce, and consider including retirement and voluntary sale provisions tailored to your company. Make sure notice requirements, timelines, and documentation standards are spelled out so all parties understand the steps required to initiate and complete a transfer. Clear triggers reduce the risk of disagreement and speed the process when an actual event occurs.
Choose valuation and funding methods that align with your business
Review and update the agreement periodically
Business circumstances change, so schedule periodic reviews of the buy-sell agreement to confirm valuation methods, funding mechanisms, and triggering events still reflect current realities. Ownership percentages, company value, and tax rules evolve, and an outdated agreement can create unintended outcomes. Regular reviews with your legal team and financial advisors help ensure that the document remains effective and enforceable, and they provide an opportunity to adjust provisions to support long-term succession goals.
Reasons to Put a Buy-Sell Agreement in Place Now
Putting a buy-sell agreement in place now helps protect the business against sudden ownership changes and reduces future uncertainty. Owners who wait risk that an unplanned event will force hurried decisions that can harm relationships and company value. Early planning preserves continuity, clarifies financial expectations, and ensures that remaining owners have a clear path to retain control or integrate new owners. Advance preparation also enables thoughtful tax and funding planning so buyouts do not jeopardize the business’s financial stability.
A proactive buy-sell plan also benefits selling owners by setting a known mechanism for realizing value and preventing family or creditor claims from complicating the transfer. It signals to lenders, employees, and customers that the company has a governance plan to weather ownership changes, which helps maintain confidence. For closely held companies in New South Memphis, an effective agreement reduces the risk that disputes will lead to costly litigation or organizational disruption and establishes a reliable way to resolve transfers when they occur.
Common Situations Where Buy-Sell Agreements Apply
Buy-sell agreements are commonly triggered by life events and business developments, including the death or long-term disability of an owner, retirement, voluntary sale, divorce of an owner, bankruptcy, or a serious dispute among owners. They also apply when an owner wishes to transfer interests to family members or outside parties. Anticipating these circumstances and defining a clear process for each helps ensure that transitions are orderly, legally compliant, and aligned with the company’s ongoing needs and governance structure.
Owner Death or Incapacity
When an owner dies or is incapacitated, a buy-sell agreement provides a path for the remaining owners or the company to acquire the departing owner’s interest. This prevents unwanted outside parties from inheriting ownership and ensures continuity. Provisions should address valuation at the relevant date, funding through life insurance or company reserves, and timelines for completing the transfer. Clear procedures reduce stress on the owner’s family and help maintain business operations through the transition period.
Retirement or Voluntary Departure
Retirement and voluntary departures are predictable events that benefit from prearranged terms. The agreement should set out notice requirements, valuation at the time of departure, and payment options. Providing a structured buyout process protects the retiring owner’s financial interests while allowing the company and remaining owners to plan for the change. This approach helps the business maintain momentum and reduces the risk of sudden operational disruptions caused by an unexpected exit.
Disputes, Divorce, or Financial Distress
Disputes among owners, an owner’s divorce, or financial distress such as bankruptcy can create pressure for ownership transfers. A buy-sell agreement can limit the adverse effects of these events by setting transfer restrictions and buyout procedures designed to keep ownership within the company’s agreed circle. Addressing these circumstances prevents third parties with competing interests from gaining control and helps manage the legal and financial fallout in ways that preserve the company’s value and operational stability.
Local Representation for Buy-Sell Agreements in New South Memphis
Jay Johnson Law Firm represents businesses and owners in New South Memphis and Shelby County seeking buy-sell agreements and related corporate planning. We assist with drafting, review, and negotiation to ensure the agreement reflects your company’s goals and practical realities. Our team explains options for valuation, funding, and transfer mechanics in plain language so owners understand trade-offs and obligations. We aim to deliver clear, enforceable documents that help your business withstand ownership changes with minimal disruption to operations and stakeholders.
Why Choose Jay Johnson Law Firm for Buy-Sell Agreement Work
Our firm focuses on practical, results-oriented representation for business clients in Tennessee. We take the time to learn about your company structure, ownership dynamics, and long-term objectives before drafting buy-sell provisions that fit those needs. Through careful drafting and attention to detail, we create agreements that anticipate common pitfalls and set out clear processes for valuation, notice, and closing. Our goal is to provide documents that reduce future disputes and keep your business operating smoothly during ownership transitions.
We work collaboratively with owners, accountants, and financial advisors to integrate buy-sell agreements with tax planning and operational considerations. That coordination helps align valuation choices and funding mechanisms with the company’s financial realities. We also assist in implementing funding strategies, such as life insurance or escrow arrangements, and in updating corporate governance documents so the buy-sell provisions function effectively within the broader legal framework of the business.
Our local knowledge of Tennessee business law and familiarity with common regional practices allow us to craft buy-sell agreements that are both practical and compliant with state legal standards. We aim to provide responsive service, clear explanations, and well-drafted documents that owners can rely on long term. If circumstances change, we also assist in revising agreements to reflect new ownership structures, valuation methods, or funding arrangements so the document remains useful over time.
Get Started on a Buy-Sell Agreement for Your Business Today
Our Process for Drafting and Implementing Buy-Sell Agreements
Our process begins with a discovery meeting to learn about your business, ownership structure, and goals for succession planning. We review existing governing documents and financial data, then recommend a buy-sell structure and valuation approach. After you approve the outline, we draft the agreement and coordinate with your financial advisors as needed. We aim for clear timelines for review and execution and help implement funding arrangements. The process is designed to produce an enforceable document that matches practical business needs and reduces future uncertainty.
Step One: Assessment and Planning
During assessment and planning, we collect ownership documents, financial statements, and relevant contracts to understand how a buy-sell agreement should operate in context. We identify likely triggers, possible funding solutions, and potential tax or governance issues. This stage includes stakeholder interviews to ensure the agreement reflects the owners’ intentions. The result is a tailored plan describing the chosen structure, valuation method, and funding approach that informs the drafting stage and aligns with the company’s objectives.
Initial Consultation and Document Review
The initial consultation involves reviewing ownership documents such as bylaws, the operating agreement, shareholder lists, and financial records. We ask targeted questions about owner goals, anticipated retirement timelines, and family involvement to craft realistic buy-sell options. This review highlights any conflicts between existing documents and the proposed buy-sell terms and identifies steps needed to harmonize those instruments. Clear understanding at this stage prevents costly revisions later and ensures the agreement fits the business structure.
Choosing Triggers, Valuation, and Funding Options
We help owners choose appropriate triggering events, valuation methods, and funding mechanisms based on business size and financial capacity. Considerations include the ease of valuation, tax impacts, and whether insurance or company funds will be used. We discuss cross-purchase versus entity-purchase structures and any hybrid alternatives that might suit the company. By evaluating these choices up front, owners can select an approach that balances fairness, feasibility, and protection of the company’s ongoing operations.
Step Two: Drafting the Agreement
Once the plan is agreed, we draft the buy-sell agreement with precise definitions, valuation mechanics, notice procedures, and funding terms. Drafting includes provisions for dispute resolution, enforcement, and coordination with existing corporate documents. We produce a draft for owner review and incorporate feedback to align the document with business realities. The goal is a clear, enforceable agreement that minimizes ambiguity and provides predictable procedures for completing ownership transfers when triggering events occur.
Drafting Valuation and Payment Clauses
Valuation and payment clauses require careful wording to avoid future disputes. We define valuation dates, appraisal standards if used, and mechanisms for resolving valuation disputes. Payment clauses address timing, installments, interest, and security for deferred payments. If life insurance or other funding sources are used, the agreement coordinates beneficiary designations and claim procedures. Clear payment provisions help ensure buyouts proceed efficiently without placing undue strain on the company’s finances.
Drafting Transfer Mechanics and Notice Procedures
Transfer mechanics and notice procedures explain how owners must notify others of a triggering event, timelines for exercising purchase rights, and the documentation required to close a sale. We include restrictions on transfers to third parties and procedures for handling failure to complete a transaction. These sections keep the transfer process orderly and enforceable, reducing the chance that an ownership change will create operational or legal problems for the company.
Step Three: Implementation and Ongoing Maintenance
After finalizing the agreement, we assist with execution, including coordination of signatures, corporate approvals, and any required filings. If funding through insurance is part of the plan, we help implement beneficiary designations and policy ownership arrangements. We also recommend periodic reviews to update valuation formulas, funding provisions, and triggering events as the business and ownership structure evolve. Ongoing maintenance ensures the agreement stays relevant and effective over the life of the company.
Implementing Funding Mechanisms
Implementation includes putting funding in place such as life insurance policies, company reserves, or escrow arrangements to support future buyouts. We coordinate with insurance advisors and financial planners to confirm that policies are issued, ownership is correctly structured, and beneficiary designations match the agreement. Proper implementation ensures funds are available when needed and reduces the risk that funding gaps will derail a buyout or force hurried financing solutions that could harm the company.
Periodic Review and Amendments
Periodic reviews keep the buy-sell agreement aligned with changes in ownership, company value, and tax rules. We recommend revisiting the agreement at regular intervals or after major events such as new owners joining, significant growth, or changes in ownership percentages. Amendments may be necessary to update valuation formulas, adjust funding plans, or refine triggering events. Regular maintenance preserves the agreement’s effectiveness and helps the business remain prepared for future ownership transitions.
Frequently Asked Questions About Buy-Sell Agreements
What is a buy-sell agreement and why does my business need one?
A buy-sell agreement is a contract among business owners that sets rules for transferring ownership interests when specified events occur. It addresses who may buy an interest, what events trigger a buyout, how the interest is valued, and payment terms. The document reduces uncertainty and helps ensure continuity by establishing predictable procedures to follow when an owner departs.Businesses need this agreement to avoid disputes, protect relationships, and provide a plan for funding and completing ownership transfers. Without it, transfers may be contested or subject to unpredictable valuations, which can harm operations, employee morale, and relationships with customers and lenders.
How do you determine the value of an owner’s interest for a buyout?
Valuation methods commonly include fixed formulas tied to earnings or book value, periodic appraisals, or a combination of approaches. Agreements may specify an appraiser selection process and valuation standards to resolve disputes. Choosing the right method depends on company size, stability of earnings, and owner preferences.A clear valuation clause reduces disagreement at the time of a transfer. If an appraisal is used, the agreement should define who selects the appraiser, how many appraisals are allowed, and how to reconcile differing valuations to reach a final price that reflects the business’s value at the relevant date.
What are the main funding options for a buyout?
Funding options include life insurance on owners, company reserves, seller financing, or buyer financing from banks or investors. Life insurance is a common choice to provide liquidity at the time of an owner’s death, while company reserves or escrow accounts may serve for planned retirements or voluntary sales.Each funding option has trade-offs related to cost, tax treatment, and reliability. Agreements should specify how funds will be accessed and any security interests or repayment terms for deferred payments so buyers and sellers understand the financial mechanics of a buyout.
Should a buy-sell agreement be part of an operating agreement or a separate document?
A buy-sell agreement can be a standalone document or embedded in an operating agreement or corporate bylaws. Embedding it ensures the provisions are integrated with existing governance rules, while a standalone document may be easier to negotiate among owners without altering corporate formalities.Whichever approach is chosen, it is important to ensure that the buy-sell provisions do not conflict with other governing documents and that corporate approvals and amendments are properly executed to preserve enforceability and practical effectiveness.
How often should a buy-sell agreement be reviewed or updated?
Buy-sell agreements should be reviewed periodically, typically every few years or whenever there are significant changes in ownership, business value, or tax law. Regular reviews ensure that valuation formulas, funding mechanisms, and triggering events remain appropriate for the company’s current circumstances.Updating the agreement after major events—such as new owners joining, substantial growth, or changes in business model—helps avoid unintended consequences. Periodic maintenance keeps the plan relevant and reduces the likelihood of disputes when a transfer becomes necessary.
Can a buy-sell agreement prevent ownership from passing to family members or creditors?
Yes. Transfer restrictions and right of first refusal clauses in a buy-sell agreement can limit ownership transfers to family members, creditors, or outside parties by giving existing owners or the company the first opportunity to purchase interest. These provisions protect the company from unwanted third-party owners who might disrupt operations.It is important to draft these restrictions carefully to balance fairness and enforceability while ensuring compliance with any applicable laws. Clear notice procedures and timelines make it easier to enforce transfer limitations when a triggering event occurs.
What happens if an owner refuses to sell when a trigger occurs?
If an owner refuses to sell after a triggering event, the buy-sell agreement should include enforcement mechanisms and remedies, such as appraisal and binding transfer procedures or buyout deadlines. Well-drafted agreements often provide default outcomes if a party fails to meet obligations to avoid indefinite stalemates.Including dispute resolution procedures like mediation or arbitration can provide structured ways to resolve refusal issues without extended litigation. The goal is to ensure the transfer process continues and the business is not paralyzed by one party’s refusal to comply.
Are there tax implications I should consider when structuring a buyout?
Buyout structures can have tax consequences for both the buyer and the seller and may affect company tax attributes. For instance, the tax treatment of proceeds, depreciation adjustments, and basis calculations depends on whether the transfer is treated as a sale of assets or equity and on the parties’ tax status.Consulting a tax advisor when structuring valuation and payment terms helps owners select an approach that balances liquidity needs with tax efficiency. Coordinating tax planning with the buy-sell drafting process can prevent unexpected tax burdens at the time of transfer.
How do cross-purchase and entity-purchase agreements differ?
In a cross-purchase agreement, individual owners buy the departing owner’s interest directly, which can have different personal tax consequences and ownership record changes. In contrast, an entity-purchase has the company buy the interest, simplifying logistics because the company handles the transaction rather than multiple individuals.The choice depends on company size, administrative preferences, and tax considerations. Cross-purchase arrangements can be administratively complex with many owners, while entity purchases centralize responsibility but require the company to have or obtain funding to complete the buyout.
Can a buy-sell agreement be enforced if a dispute arises?
A properly drafted buy-sell agreement is generally enforceable if it is clear, voluntarily executed, and consistent with applicable law. Including precise definitions, valuation methods, and notice procedures increases the likelihood that a court or arbitrator will uphold the document’s terms if challenged.Dispute resolution clauses can provide faster and less adversarial enforcement paths. While enforcement depends on the specific facts and legal standards, careful drafting and proper corporate approvals at execution strengthen enforceability and improve the chances that the agreement will function as intended.