The trigger exists but the price does not
Everyone agrees a buyout should happen. Nobody agrees on valuation. The clause names the door but forgets the number.
Glossary
Buy-Sell Agreement
A buy-sell agreement defines how ownership transfers when an owner exits, dies, is removed, or needs to be bought out.
Plain definition
What it means.
A buy-sell agreement is an ownership transfer agreement. It tells the owners what happens to a stake when an owner leaves, dies, becomes disabled, is removed, divorces, goes bankrupt, or needs a forced exit.
The agreement can sit inside a shareholder agreement, operating agreement, partnership agreement, or separate contract. The important parts are the triggers, who can buy, who must sell, how price is set, how payment works, and what happens while the transfer is pending.
A buy-sell agreement is the ownership exit plan the company needs before the exit becomes personal.
What goes wrong
The failure pattern this term exists to prevent.
The wrong person inherits the conflict
A death, divorce, or estate event moves ownership into hands the company never planned for. The business becomes tied to someone outside the operating relationship.
Payment terms break the company
The buyout price may be fair, but the payment schedule drains cash the business needs to operate. A clean exit becomes a liquidity problem.
The departing owner keeps influence
The shares move slowly, voting rights remain unclear, and the person leaving still affects decisions. The exit is emotional and incomplete.
Founder questions
The questions people actually ask.
What is a buy-sell agreement?
A buy-sell agreement defines how an owner's interest is bought, sold, or transferred after specific events such as death, departure, removal, disability, or deadlock.
What events trigger a buy-sell agreement?
Common triggers include death, disability, divorce, bankruptcy, retirement, termination, voluntary exit, deadlock, or a serious breach of the ownership agreement.
How is price set in a buy-sell agreement?
Price can be set by formula, appraisal, fixed value updates, negotiated process, or a defined mechanism such as a shotgun clause. The method matters as much as the trigger.
Is a buy-sell agreement the same as a shotgun clause?
No. A shotgun clause is one type of buy-sell mechanism. A buy-sell agreement can include many different trigger and pricing methods.
Bigger picture
Where this fits in the structure.
Related structure
Shotgun Clause
A shotgun clause is one of the sharper buy-sell tools when owners can no longer stay together.
Related structure Deadlock ClauseDeadlock clauses and buy-sell agreements often meet when the only remaining resolution is ownership separation.
Related structure Succession PlanSuccession planning is where ownership transfer leaves the document and touches the company.
Related reading
Read the operating version next.
Related reading
Succession That Split the Family
What happens when ownership transfer becomes family conflict.
Related readingShould I Buy Out My Co-Founder?
The operating version of a buy-sell question after trust has changed.
Related readingPartnership Agreements That Hold
The clauses that matter after the relationship is under pressure.
If this term is live in a decision you are carrying, that is a different conversation.
Bring the document, the decision it is blocking, and the people whose authority is unclear.