Does a Buy-Sell Agreement Decide What Happens to My Business Interest in a Nebraska Divorce?
Usually not by itself. A buy-sell agreement is a contract among a company's owners. It may be called a shareholder agreement, a redemption agreement, or the buyout section of an LLC operating agreement. Depending on its terms, it may restrict transfers, require an owner to offer an interest back to the company or co-owners, and set a buyout price. A Nebraska divorce court must determine the parties' property interests, evaluate the evidence of value, and divide the marital estate equitably under Neb. Rev. Stat. § 42-365. A buy-sell agreement can matter to those questions, but its effect depends on its terms and the facts.
The Nebraska Supreme Court addressed a version of this issue in Brozek v. Brozek (2016). A family farm corporation's redemption agreement priced shares at $12 each. The expert the trial court found more persuasive valued them at $50. The Court described how courts elsewhere treat buy-sell prices in divorce, but it did not adopt any of those approaches for Nebraska. Instead, it decided that this particular agreement's exception for transfers to a spouse meant its redemption price did not govern the court-ordered purchase in that case.
That leaves a practical message for owners and their spouses: the exact wording of the agreement matters, and so does the valuation evidence. The value of a company and the value of one owner's interest in it are not always the same number. Asset totals on tax returns or financial statements don't necessarily prove what an interest was worth or whether it grew during the marriage. A Nebraska Court of Appeals decision issued on October 6, 2026, McReynolds v. McReynolds, is a recent reminder of that.
Classification matters too. A business interest owned before the marriage, or received by gift or inheritance, may be set aside as separate property if the owner proves it. Growth during the marriage may be marital in whole or in part, depending on what caused it and what each side can prove. And a property agreement spouses sign during an intact marriage, not in connection with a separation or divorce, generally doesn't bind a later divorce court.
The result depends on the agreement, the evidence, and the rules governing classification and valuation, and the court's equitable division is fact-specific. This post explains what Brozek decided, why a buy-sell agreement can still matter, what to gather, and what to ask a Nebraska divorce lawyer before anyone signs, changes, or responds to a proposed buyout.
The short answer
A buy-sell agreement is a contract among a company's owners. Depending on what it says, it can:
restrict who may hold shares or membership units,
require an owner to offer an interest to the company or the other owners, and
set a price.
The Nebraska Supreme Court has said stock transfer restrictions, including redemption agreements, are generally enforceable under Nebraska law. Brozek v. Brozek, 292 Neb. 681, 874 N.W.2d 17 (2016).
A divorce asks related but different questions. The court handling the divorce, typically the district court, works through three steps. Stava v. Stava, 318 Neb. 32, 13 N.W.3d 184 (2024).
Classify the parties' property as marital or nonmarital.
Value the marital assets and debts.
Divide the net marital estate.
Each step works differently. Classification applies legal rules to the facts the court finds. Valuation is a factual question that depends on the evidence. The final division is a matter of the court's discretion. Jeffers v. Jeffers, 34 Neb. App. 221, 34 N.W.3d 708 (2026). Under § 42-365, the purpose of a property division "is to distribute the marital assets equitably between the parties."
So a buy-sell agreement may bear on who can hold an interest, how an interest can be transferred, and what the interest is worth. But Brozek did not establish a general rule that a buy-sell price is binding, or irrelevant, in a Nebraska divorce.
What a buy-sell agreement often covers
Owners of closely held companies use these agreements for good reasons. They keep ownership among people who know the business, plan for an owner's death or departure, and head off a fight over price at the worst possible moment. Common terms include:
Transfer restrictions. Limits on selling or giving an interest to anyone outside the ownership group without consent, or without first offering it to the company or co-owners.
Rights of first refusal or first offer. A required opportunity for the company or co-owners to buy before an interest goes anywhere else.
Triggering events. Events that require or permit a buyout, such as death, disability, retirement, leaving the company, bankruptcy, and sometimes divorce.
Pricing. This can be a fixed price the owners update from time to time, a formula such as book value or a multiple of earnings, or an appraisal process.
Spousal consents. A signature line asking an owner's spouse to acknowledge the agreement.
None of those terms automatically answers the divorce court's questions, and a few distinctions matter.
A spouse's signature and a transfer restriction raise different questions. Whether a spouse's signature creates a personal obligation is one question. Whether the agreement restricts a proposed transfer of the owner's interest is another. Both require review of the actual document.
Neither spouse should assume too much. A spouse who didn't sign shouldn't assume the agreement's restrictions are irrelevant. A spouse who did sign shouldn't assume the signature settled anything about property division.
The terms may not fit a divorce. Even when both spouses signed, the agreement may not address the situation a divorce creates. That is what happened in Brozek.
What the Nebraska Supreme Court decided in Brozek v. Brozek
Shelley and Kirk Brozek both owned shares in a closely held family farming corporation. Both had signed the shareholders' 2003 redemption agreement, which had two key paragraphs:
A redemption requirement. A shareholder who wanted to sell during life had to offer the shares to the corporation at a set price. That price started at $8.50 a share, and the board raised it to $12 in 2013.
A spousal-transfer exception. A shareholder could transfer stock to a spouse, notwithstanding anything else in the agreement.
Both spouses hired appraisers who used a net asset approach. Shelley's expert valued a minority share at $50. Kirk's expert valued her shares at about $34 each as of the separation date. According to the opinion, the experts mainly differed on valuation dates and on discounts for lack of control and marketability.
The district court found that leaving Shelley's shares in her hands would be impractical and lead to an inequitable result. It ordered Kirk to buy her 12,000 shares at $50 each, or $600,000. It also ruled that the redemption price didn't apply, because the agreement allowed transfers between spouses.
On appeal, the Nebraska Supreme Court:
Recognized that redemption agreements and similar transfer restrictions are generally enforceable in Nebraska, and noted it had not yet considered one in a divorce case.
Described how other courts handle the issue. Most treat the agreement's price as evidence of value, not conclusive proof. A few presume the agreed price is correct. A minority treat it as controlling as a matter of law.
Declined to choose among those approaches. The agreement, by its own terms, allowed transfers to a spouse. Because the trial court ordered one spouse to buy the other's shares, it was "not bound by the value determined under the agreement." 292 Neb. at 707.
In other words, Brozek did not adopt a general rule about whether a buy-sell price controls divorce valuation. It decided that this agreement's exception for transfers to a spouse meant its redemption price did not govern the court-ordered purchase in that case.
Two other details are easy to miss:
The shares were Shelley's separate property, received by gift. The Court observed that a divorce court generally should award separate property to the spouse who owns it, and that dividing nonmarital property any other way invites scrutiny. Kirk didn't raise that argument, so the Court didn't decide when a court may order one spouse to buy the other's separate property.
Both spouses had signed the agreement, but that didn't decide the case. The outcome followed from the agreement's transfer language.
Why the agreement can still matter
Because Brozek didn't adopt a rule, it would be a mistake to treat a buy-sell agreement as either decisive or irrelevant. It can matter in several ways.
It can affect who holds the interest. Transfer restrictions are generally enforceable, so the agreement may limit whether and how an interest can be transferred.
It can give the company or co-owners rights of their own. If divorce is a triggering event, the company or the other owners may have purchase rights with their own notice requirements and deadlines. The price paid under the contract and the value the divorce court assigns to the interest can be separate questions.
It is evidence. Under the approach most courts take, as Brozek described it, a buy-sell price is evidence a judge may weigh against other evidence. Its weight may depend on how the price was set, when it was last updated, and whether unrelated owners negotiated it or it was set within a family.
It doesn't answer every valuation question. The value of the company and the value of one owner's interest are not always the same number. The agreement's formula, the company's assets and debts, the owner's percentage, and any discount for a minority interest don't necessarily point to the same figure.
What the valuation evidence needs to show
Nebraska appellate courts have listed factors a trial court may consider when valuing a closely held corporation:
the nature of the business;
its fixed and liquid assets at actual or book value;
its net worth;
the marketability of the shares;
past earnings or losses; and
future earning capacity.
The valuation method must also have an acceptable basis in fact and principle. McReynolds v. McReynolds, 33 Neb. App. 733, 24 N.W.3d 906 (2025), as described in Jeffers. Book value is one input, not an automatic answer in either direction.
The same case returned to the Court of Appeals in 2026, and that decision shows the limits of company records. The wife relied on the corporation's tax returns, pointing to an increase in total assets, to show that her husband's premarital business had grown. The Court of Appeals affirmed the trial court's finding that she had not proved appreciation. The returns did not establish the business's value at the date of marriage or the date of separation. As the court explained, "[t]o determine the appreciation in a business, its value as of the date of marriage and its value at the time of separation must be established." McReynolds v. McReynolds, 34 Neb. App. 535, 539 (2026).
That result depended on its record, but the caution applies more broadly. Financial statements and tax returns may help an appraiser. Their asset totals alone do not necessarily establish what a business interest was worth, or whether it appreciated during the marriage.
For how owner compensation, retained earnings, and company-paid expenses can complicate the numbers, see our post on K-1 income, company-paid expenses, and owner perks in a Nebraska divorce.
When ownership changes during the marriage or during the case
Buyouts of other owners during the marriage
Buy-sell agreements don't only come up at the end of a marriage. Sometimes a company uses one during the marriage to buy out another owner, and the remaining owners' percentages go up.
That happened in Jeffers v. Jeffers. A family farm corporation redeemed one son's shares. Because the redeemed shares were retired, the husband's ownership rose from 75 percent to 86 percent. The wife argued the increase was marital, in part because corporate profits funded the redemption.
On that record, the Court of Appeals disagreed. By then the husband had stepped back from the company's business and financial decisions. The Nebraska Supreme Court has said a company's active appreciation is attributable only to the efforts of "first-tier management or similar persons with control over the asset's value." Jeffers, 34 Neb. App. at 233 (quoting Stephens v. Stephens, 297 Neb. 188, 207, 899 N.W.2d 582, 596 (2017)). On those facts, the court held that using corporate funds for the redemption did not by itself make the increase marital.
Jeffers turned on evidence about who made the redemption decision, and on limited proof that the company had appreciated at all. It doesn't mean corporate-funded redemptions never matter. It also doesn't mean an owner-spouse's involvement automatically makes every increase in ownership marital. Different facts call for their own analysis.
Proposed transactions once a divorce is on the horizon
Get prompt advice if, while a marriage is breaking down:
an interest is about to be redeemed, sold to a co-owner, repriced, or restructured, or
a buyout has already been triggered.
Notice requirements, contract deadlines, or court orders may require quick action, and any transaction is likely to get a close look. Neither spouse should wait out an obligation on their own, transfer or reprice an interest, or withhold records. Talk with your lawyer before anyone signs, changes, or responds to a proposed buyout.
Classification still comes first
A buy-sell agreement doesn't change the order of the analysis. Before value and division come into play, the court has to sort out what is marital and what isn't.
Separate property has to be proved. The spouse claiming a business interest is nonmarital has the burden of proving it. That includes an interest owned before the marriage or received by gift or inheritance.
Growth can be marital, separate, or both. Appreciation caused by marital funds or either spouse's efforts can be marital. Passive appreciation, driven by outside forces, may remain separate.
Both sides have something to prove. Under Jeffers, the spouse who wants to share in growth must first prove that the asset actually appreciated. That burden "is on the party seeking to share in it." 34 Neb. App. at 231. If growth is shown, the spouse claiming it is separate has the burden of proving that.
Debt payments raise their own questions. In its 2026 decision in the Stava case, the Nebraska Supreme Court distinguished two things: marital contributions that actually acquire an asset, and payments on a debt that is merely secured by an asset a spouse already owned. Stava v. Stava, 321 Neb. 886 (2026). Paying down a loan that a business interest secures does not automatically create a marital interest in that business interest.
We cover premarital businesses and appreciation in more depth in If a Business Was Owned Before the Marriage, Does the Other Spouse Get Half of Its Growth in a Nebraska Divorce?
A rare exception: a corporation used as a spouse's alter ego
Medlock v. Medlock, 263 Neb. 666, 642 N.W.2d 113 (2002), involved extensive personal use of a nonprofit corporation's assets and near-complete control of its operations. In that exceptional case, the Nebraska Supreme Court treated the corporation as a spouse's alter ego for purposes of dividing the marital estate.
Ordinary control of a closely held company, without comparable proof, should not be expected to lead to the same result. Medlock is not a routine way to sidestep a buy-sell agreement.
If one spouse keeps the business, how does the other spouse get paid?
There is no single standard outcome. Depending on the agreement, the proof, and the decree, a court might:
award a business interest to one spouse and offset it with other property;
order an equalization payment;
order one spouse to buy the other's interest, as in Brozek; or
in some situations, address a transfer of ownership interests.
Tools that often come up include:
Offsetting assets. The spouse who keeps the business interest receives less of other marital property, such as home equity, investment accounts, or retirement assets. Retirement assets may be divided by a qualified domestic relations order where the plan allows.
An equalization payment. The Nebraska Supreme Court has said nothing in § 42-365 prevents a court from ordering an equalization payment without also awarding liquid assets to pay it. Karas v. Karas, 314 Neb. 857, 993 N.W.2d 473 (2023). That doesn't make liquidity irrelevant; the parties' actual resources still matter.
Payments over time. Settlements sometimes use a promissory note with interest, a payment schedule, and default terms. Section 42-365 also provides that "[r]easonable security for payment may be required by the court."
What is realistic depends on several things:
the size and makeup of the marital estate,
the company's cash flow,
lender restrictions, and
the evidence.
If business debt or a personal guaranty is part of the picture, see My Spouse Is Keeping the Business in Our Nebraska Divorce. Why Can the Bank Still Come After Me?
Spousal consents, prenups, and postnups
Many buy-sell agreements include a line for an owner's spouse to sign. A spousal consent does not have one standard effect. It may acknowledge transfer restrictions. But any claimed waiver of divorce-property rights requires separate analysis of the consent's wording, its timing, and the applicable law. Don't assume that signing it either surrendered all rights or had no effect.
Two Nebraska rules help frame that review.
Section 42-366. It authorizes written property settlement agreements between spouses "attendant upon their separation or the dissolution of their marriage." Neb. Rev. Stat. § 42-366(1).
Devney. In Devney v. Devney, 295 Neb. 15, 886 N.W.2d 61 (2016), the Nebraska Supreme Court held that a property agreement spouses made during an intact marriage, not in connection with a separation or divorce, should not have been enforced in their later divorce.
Devney addressed that type of agreement. It did not decide what effect every acknowledgment of a company's transfer restrictions has.
For couples who aren't married yet, Nebraska's Uniform Premarital Agreement Act, Neb. Rev. Stat. §§ 42-1001 to 42-1011, governs premarital agreements. Coordinating a premarital agreement with a company's buy-sell agreement and the owner's estate plan is worth discussing with a lawyer well before the wedding.
The part that isn't on the balance sheet
A divorce that involves a family business is rarely just a valuation problem. The co-owners may be relatives. Employees may be watching. One spouse may have helped build something they may no longer be part of.
Our firm offers in-house co-parenting and divorce coaching as part of the services we provide to our clients, at no additional fee. Coaching doesn't replace legal advice about a buyout, an agreement, or a court order. It can help with organizing information, communicating more calmly, and making decisions without everything feeling urgent at once. Learn more about divorce coaching at our firm.
What to gather
Whether you own the business or are married to someone who does, these documents tend to matter early:
The buy-sell, shareholder, redemption, or operating agreement, plus every amendment.
Board or member resolutions, minutes, or certificates that set or update the buyout price. In Brozek, the board had raised the price from $8.50 to $12 a share.
Any spousal consent or joinder either spouse signed.
Stock ledgers or membership records showing ownership percentages over time.
Records of any redemption, buyout, or transfer during the marriage, including who approved it and how the price was set.
Prior appraisals or valuations, including those prepared for estate planning, lending, insurance, or funding the buy-sell.
Business tax returns, financial statements, and balance sheets for dates near the marriage, the separation, and the present.
Personal financial statements given to lenders.
Records of business loans, including what secures them and how they were paid.
Any premarital agreement.
Any life or disability insurance policies that fund a buyout.
Valuation dates can matter a great deal, and they don't always have to be the same for every asset. Our post on marital debt, property values, and alimony explains more.
Questions to ask a Nebraska divorce lawyer
Does our agreement mention divorce, transfers between spouses, or a spouse's rights?
Who can trigger a buyout, and has anything already triggered one?
How is the price set, and when was it last updated?
How does the value of the company relate to the value of my interest or my spouse's interest?
Is any part of the business interest separate property, and what proof will that take?
Did the business grow during the marriage, and what evidence of value at the right dates will we need?
Do we need a credentialed business appraiser, and which valuation date or dates make sense?
Could minority or marketability discounts come into play?
If one spouse keeps the business, how can the other be paid, and what security is realistic?
Are there notice requirements, deadlines, court orders, or risks that require prompt advice before anyone signs, changes, or responds to a proposed buyout?
Frequently asked questions
Is the buy-sell price binding in a Nebraska divorce?
Not automatically, and Brozek did not adopt a general rule either way. The Nebraska Supreme Court noted that most courts treat an agreement's price as evidence of value. It then decided the case on that agreement's own terms. Expect the court to look closely at the actual agreement and at the other valuation evidence.
Can my company make me sell my shares because I'm getting divorced?
Possibly, if the agreement makes divorce a triggering event. Transfer restrictions and redemption agreements are generally enforceable in Nebraska as contracts among the owners. Whether the price paid under the agreement also controls the value used in the divorce is a separate question. If a buyout has been proposed or triggered, get prompt advice, because notice requirements or deadlines may apply.
Will my spouse become a co-owner of my business?
It depends. Transfer restrictions may limit who can hold an interest, and the available remedy depends on the agreement, the proof, and the decree. In Brozek, the trial court ordered one spouse to buy the other's shares after finding that leaving them with her would be impractical and inequitable. That was a decision on that record, not a rule for every case.
I signed a spousal consent on my spouse's buy-sell agreement. Did I give up my rights?
A spousal consent does not have one standard effect. It may acknowledge transfer restrictions. Any claimed waiver of divorce-property rights requires separate analysis of the consent's wording, timing, and applicable law. Don't assume that signing it either surrendered all rights or had no effect, and have a lawyer read the actual document.
My spouse's ownership percentage went up because the company bought out another owner. Is the increase marital?
It may or may not be. In Jeffers, the Court of Appeals held that a redemption-driven increase was not marital where the husband wasn't the one making the company's decisions. On those facts, the use of corporate funds didn't change that result. A different record, including who made the decision and what the evidence shows about value, could lead to a different analysis.
Can tax returns or a balance sheet prove what the business is worth?
They can help, but they may not be enough on their own. In the 2026 McReynolds decision, the Court of Appeals affirmed a finding that a spouse had not proved a business appreciated. She relied on an increase in total assets shown on the company's tax returns, and those returns didn't establish the business's value at the date of marriage or the date of separation. Book value is one factor courts may consider, alongside net worth, marketability, earnings, and future earning capacity.
Will minority or marketability discounts apply?
They may come up, especially for a minority interest in a closely held company. In Brozek, the experts' main disagreements included discounts for lack of control and marketability, but the Court did not announce a rule requiring or forbidding them. Whether a discount applies, and how large it is, is fact-specific and usually turns on expert testimony.
My business existed before we married. Is it protected?
The premarital value may be set aside as separate property if you prove it. Growth during the marriage is a separate question. It turns on proof that the business appreciated and on what caused the increase. Our post on premarital businesses and growth in a Nebraska divorce walks through how that works.
Legal disclaimer
This article is for general educational purposes only and is not legal advice. Nebraska statutes, court rules, and case law change, and this post may not reflect developments after its publication date. Reading this article or contacting our firm through this website does not create an attorney-client relationship. This post cannot determine your rights under a particular company agreement or court order. If a transaction, notice, or filing may be time-sensitive, seek individualized advice promptly. Every case depends on its own facts, documents, and evidence, so please talk with a licensed Nebraska attorney about your situation.