This seminar is designed for attorneys, presidents and vice presidents, accountants, CFOs, business owners and managers, controllers, consultants, enrolled agents, financial planners, investment bankers, business brokers and professionals involved with the buying and selling of businesses.
Selling or buying a business enterprise can be a very gratifying (and lucrative) undertaking, notwithstanding the time and effort involved. Business sellers and purchasers who take the time to consult with their advisors and plan in advance will be better able to handle the process and take advantage of the opportunities that will arise as the transaction moves from conception to closing.
The purchase or sale of a business or a significant piece of business property is a process rather than an event. Careful consideration needs to be given to both the decision to buy or sell and the process that concludes in the closing of your transaction.
If you are contemplating a business transaction, or you represent or advise those who buy and sell businesses, now is the time to sharpen your skills and make certain that you are fully prepared to assist in the negotiations and manage the transaction process. At this seminar our expert panel will discuss:
• How To Price The Business And Prepare It For Sale
• Tax Planning To Maximize Returns For Both Sides And Minimize Tax Liabilities
• How To Investigate Before Purchasing A Business And What To Look For In The Due Diligence Process
• How To Document The Transaction
• Dealing With ERISA, Labor, Environmental And Other Regulatory Issues
• How To Allocate Business Risks And Indemnification Issues
• What To Look For In Closing Documents, Schedules And Exhibits
• How To Prepare For The Closing And Manage The Closing Process To A Successful Conclusion
8:30 a.m. - 8:40 a.m.
I. Overview Of The Four Phases Of A
8:40 a.m. - 9:40 a.m.
II. First Phase: Assessing The Climate And
Making The Decision To Buy Or Sell A
A. Identifying The Seller’s And Purchaser’s Needs And Obligations
B. How To Value The Business
C. What Are The Market Conditions And General Economic Trends For The Sale Or Purchase Of A Particular Type Of Business?
D. How To Identify Potential Buyers?
E. Confidentiality Agreements
F. Preparation Of The Confidential Information Memorandum
G. The Engagement Letter With The Investment Banker Or Business Broker
H. Sale Process And Marketing Strategy
9:40 a.m. - 10:40 a.m.
III. Second Phase: Due Diligence
Investigation And Negotiations;
Structuring The Transaction;
Documenting The Transaction
A. Planning For And Structuring The Transaction; How To Choose The Appropriate Entity For The Acquiring Company; How To Decide Between A Stock Or An Asset Purchase
B. The Importance Of A Letter Of Intent; Standstill Agreements
C. What To Look For In A Due Diligence Review And How To Negotiate Around Problems
D. Review Of Annotated Asset Purchase Agreement
E. Understanding The Acquisition Documents And The Use Of Schedules And Exhibits
F. What To Look For In Representations And Warranties And How To Allocate Risk
G. ERISA Issues; Issues Relating To Employee Benefit Plans
H. Negotiation Of The Indemnification Provisions
I. Escrow Arrangements
10:40 a.m. - 10:50 a.m.
10:50 a.m. - 11:40 a.m.
IV. Continuation Of Discussion Of Asset
A. Closing Conditions And Covenants
B. Non-Competition Agreements
C. Termination Provisions
11:40 a.m. - 12:15 p.m.
V. Regulatory Issues
A. Labor And Employee Concerns, Including Successor Liability For Human Rights Violations
B. Unemployment Tax Liability
C. NLRA Violations
D. Workplace Safety Issues
E. ADA Compliance
G. HIPAA (The Health Insurance Portability And Accountability Act)
H. Successor Liability Issues Under Qualified Plans
I. State Of Connecticut Notification Requirements Relating To Group Benefit Plans
12:15 p.m. - 1:15 p.m.
Lunch (On Your Own)
1:15 p.m. - 2:20 p.m.
VI. Continuation Of Regulatory Issues:
Environmental Concerns, Including The
Connecticut Transfer Act
A. The Role Of Environmental Site Assessments
B. Air Pollution Problems
C. Underground Storage Tanks
D. Transfer Of Permits And Registrations
2:20 p.m. - 2:30 p.m.
2:30 p.m. - 4:00 p.m.
VII. Third Phase: Analyzing The State And
Federal Tax Implications Of The Proposed
A. Tax Considerations Of The Buyer And The Seller
B. Stock vs. Asset Sales; Comparison of Tax Results – C Corporation vs. Pass Thru Entity Transactions
C. Availability Of The Installment Method To Report Gain
D. How To Allocate The Purchase Price To Maximize Tax Benefits
E. Connecticut Tax Considerations, Including Sales And Use Tax Issues, Conveyance Tax And Controlling Interest Transfer Tax
F. Tax Deferred Transactions
4:00 p.m. - 4:15 p.m.
VIII. Fourth Phase: Closing The Deal
A. Third Party Consents
B. Legal Opinions
C. Public Relations And Notices To Employees, Customers And Vendors
D. Post-Closing Adjustments And Successor Liability Issues
4:15 p.m. - 4:30 p.m.
IX. Questions And Answers