Buyouts
The firm handles negotiated and contested owner exits. In a consensual transaction, the work may include valuation terms, payment structure, security, releases, governance amendments, and the allocation of intellectual property, customers, or ongoing obligations. In a contested matter, the analysis also includes fiduciary duties, information rights, authority, capital contributions, and litigation leverage.
Because the firm works on both the transactional and dispute sides of owner separations, the closing documents are drafted to resolve the existing issues and reduce the risk of a second dispute over the separation itself.
Services
- Membership interest purchase agreements and equity transfer documentation
- Medical and professional practice buyouts, including practitioner-side representation
- Negotiated equity unwinds and settlement agreements
- Valuation framework negotiation and payment structuring
- Fiduciary duty counsel to members and managers under the TBOC
- Governance amendments, releases, and post-closing separation terms
- Contested buyout strategy (with Litigation)
Representative Experience
Structured and documented negotiated LLC buyouts and equity transfers, including membership interest purchase agreements and governance amendments.
Structured and documented buyouts of medical practices, including the non-compete and post-separation terms that decide what the exit is actually worth.
Counsel to LLC members and managers in contested buyouts, capital contribution disputes, and fiduciary duty claims — and drafted the settlement agreements that resolved them.
Business separations of multi-location and multi-industry businesses, including retail and hospitality operators, that had operated without a written operating agreement — reconstructing ownership and economics, documenting negotiated buyouts, and allocating brand and intellectual-property rights, revenue interests, releases, and post-separation obligations. More →
Representative matters. Prior results do not guarantee a similar outcome.
Process
Position assessment
The agreement’s exit mechanics, the parties’ leverage, and the realistic range.
Structure
Price, payment terms, security, and tax treatment.
Documentation
Purchase agreement, releases, governance amendments, and consents as one closing set.
Separation
Post-closing covenants and clean records.
FAQs
Our operating agreement has a buyout formula. Are we stuck with it?
Often it controls; sometimes it’s ambiguous or was waived by conduct. Reading it is the first hour of work.
What if the other side won’t negotiate?
Then leverage gets built — books-and-records rights, fiduciary claims, deadlock provisions — and the negotiation resumes on different terms. See Shareholder & Partnership Disputes.
How is the buyout price paid?
Frequently over time, secured — which makes the promissory note and security terms as important as the price.
What changed in physician non-compete buyouts?
For a covenant entered into or renewed on or after September 1, 2025, Texas caps a physician’s buyout at no more than one year’s total salary and wages, with a one-year duration and a five-mile radius. The same caps now extend to dentists, nurses, and physician assistants. The older “reasonable or arbitrated price” standard no longer governs a covenant signed under the new law, which changes the buyout-price analysis materially for anyone negotiating one now.