Buy-sell agreements are designed to provide objective means of transferring ownership under difficult circumstances. In the absence of a workable buy-sell agreement, the remaining shareholders and the corporation may be placed in the unenviable position of negotiating under adverse circumstances with former friends, their families, or their estates. At best, this can be difficult for all parties involved. From business and valuation perspectives, there are several problems to avoid in different type of buy-sell agreements. We focus on problems with fixed price, formula, shotgun, and process buy-sell agreements (or agreements which call for a business valuation process). In addition, we touch on rights of first refusal (ROFRs) and potential problems with the treatment of life insurance proceeds.