A long-standing client contacted me this week to discuss the buyout of one of the company's owners.  I drafted a shareholders' agreement for this company years ago when several of the employees were offered a chance to buy in to the company. 

Now one of those employee/owners would be leaving.  I don't know the circumstances because by the time I was contact all parties concerned had reached a deal.  That was fine by me.

As I have found again and again, the deal reached by the owners didn't look anything like the buy/sell provisions.  Nolo law refers to a buy sell agreement as a business prenup.  Just like a prenup, the parties can reach a different agreement when they divorce if they all agree that their new agreement is preferable to the buy/sell.

Does that mean the buy/sell didn't work? 

On the contrary, each time I encounter this I realize the buy/sell was essential to reaching an agreement.  Armed with the knowledge that the buy/sell would govern the owner's withdrawal if they could not reach agreement, the owners settled on a deal that all of them considered preferable to the buy/sell.

No threats, no litigation, and hard feelings kept to a minimum.

Sounds like the buy/sell did just what it was supposed to do.