Control Premiums, Explained: Why 51% of a Company Is Worth More Than 51% of Its Value
A 51% stake commands a 20–40% control premium over pro-rata value, pricing the power to set dividends, strategy, and sale timing.
#buy-sell-agreement
Buy-Sell Agreement
Legally binding contracts governing ownership transfer triggers, valuation, and funding
Fair Value vs. Fair Market Value: Why Your Business Has Two Different Numbers
Fair market value is the IRS willing-buyer price with minority discounts; GAAP fair value is the undiscounted exit price in your principal market.
No-Shop vs. Go-Shop, Explained: How Merger Agreements Control the Search for a Better Offer — Solicitation Bans, the Go-Shop Window, Fiduciary Outs, and Two-Tier Breakup Fees
A no-shop bars soliciting rival bids after signing; a go-shop allows a 30-to-60-day market check with a reduced breakup fee if a better offer wins.
The S Corporation One-Class-of-Stock Rule: The Silent Election-Killer Hiding in Your Shareholder Agreement
Every S-corp share must carry identical distribution and liquidation rights — uneven payouts won't kill the election, but unequal rights in agreements will.
Minority Discounts, Explained: Why Your 30% Stake Isn't Worth 30% of the Company
A 30% private stake typically sells 30–40% below pro-rata value: a DLOC for missing control plus a 20–35% DLOM for illiquidity, compounded.
The Shotgun Clause in Your Operating Agreement: How a Texas Shootout Breaks a 50/50 Deadlock
A shotgun clause lets one 50/50 LLC member name a buyout price the other must accept or match — a fast deadlock exit, if you avoid the valuation traps.
Selling or Swapping a Life Insurance Policy Can Make the Death Benefit Taxable
Under IRS Section 101(a)(2), selling a life policy for value makes the death benefit taxable above your cost — five exceptions decide if you owe.
Your Beneficiary Designations Override Your Will: The Audit Every Business Owner Should Run
A beneficiary form beats your will. Audit every 401(k), IRA, life policy, POD and TOD account for missing contingents, ex-spouses and minors.
One Lopsided Distribution Can Endanger Your S Election: The Single-Class-of-Stock Rule
An S-Corp loses its election if any share gets different distribution rights. Five IRS traps, plus the straight-debt safe harbor for shareholder loans.
South Dakota Caps Sale-of-Business Non-Competes at Three Years: What Buyers and Sellers Must Rewrite Before Closing
South Dakota HB 1180 voids ownership-transfer non-competes past three years from July 1, 2026 — rewrite duration, scope and geography before closing.
The $15 Million Estate Tax Exemption: What OBBBA Means for Business Succession Planning
The One Big Beautiful Bill Act permanently raised the federal estate and gift tax exemption to $15 million per person ($30 million per couple) starting in 2026, eliminating the scheduled TCJA sunset to roughly $7 million. Here's what changed, which existing plans are now outdated, and the succession moves business owners should make — from portability filings to buy-sell agreement reviews and state estate tax exposure.
Your Credit Union Trust Account Just Got a Simpler (and Possibly Smaller) Insurance Rule
Effective December 1, 2026, the NCUA insures all credit union trust accounts — revocable and irrevocable alike — under one formula, $250,000 per beneficiary capped at $1,250,000 per owner per credit union, matching the FDIC's 2024 bank rule. Trusts naming more than five beneficiaries may lose coverage they hold today, so this guide walks through a five-step balance check to run before the deadline.