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I do not propose to deal in detail with the evils which live after businessmen, but a short summary of the more serious effects of the death of a sole proprietor, partner, or shareholder in a closed corporation will help to point up the problem. Almost invariably there is an exceedingly severe shrinkage in the realizable value of partnership assets; it may run as high as 75 per cent, and has been said to average close to 50 per cent.' It is just as true that the sale of shares of a closed corporation is almost certain to produce inequity, if not downright hardship; there is all too often great difficulty in realizing a price which will even pass muster with the probate court, and the sale of a majority interest lays surviving shareholders open to changes in control which may entirely alter their status vis-a-vis the corporation. The forced sale of the assets of the sole proprietorship likewise can hardly be hoped to produce even their book value. In addition, in the case of any business organization in which relatively few persons exercise direction and control, the good will section of the balance sheet may vanish entirely. On the other hand, when the taxing authorities value these same assets, they usually arrive at a figure far in excess of what can actually be secured for them.2 But this is far from all. Income to the surviving widow ceases, and woe betide the executor who decides in his infinite compassion to run the business out of sympathy for her;3 the surviving partner too is under a fiduciary duty4 to wind up the business as quickly as possible,5 unless there is an enforceable agreement to the contrary.6 In the case of all three forms of business association the delays caused by the passage through probate of the business assets or of the shares which represent an interest in the business add to the woes of all the parties concerned. In the case of the partnership and sole proprietorship all business continuity is likely to be lost. In brief, then, the death of a central figure in any one of the three forms of

The Business Purchase Agreement and Life Insurance