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Who should attend Maximizing Business Value For The Closely Held Business
This seminar is designed for attorneys, CPAs, business owners and managers, CEOs, CFOs, controllers, tax managers, financial and estate planners, insurance professionals and enrolled agents
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Maximizing Business Value For The Closely Held Business  

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This seminar is designed for attorneys, CPAs, business owners and managers, CEOs, CFOs, controllers, tax managers, financial and estate planners, insurance professionals and enrolled agents

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Seminar Summary:

This one-day seminar, given by a knowledgable panel of speakers, will provide the attendee with a better knowledge of how to maximize the value of closely held businesses. (see full course description)

 
 

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Training Course Syllabus:


This seminar is designed for attorneys, CPAs, business owners and managers, CEOs, CFOs, controllers, tax managers, financial and estate planners, insurance professionals and enrolled agents.

This one-day seminar, given by a knowledgable panel of speakers, will provide the attendee with a better knowledge of how to maximize the value of closely held businesses. Attendees will gain critical knowledge in the areas of choice of entity, management of a business through planning and creation, valuation of a business, selling a business, and tax strategies from a state and federal perspective.

Topics to be discussed include:

• Issues To Be Considered In Choosing Form Of Entity

• Managing The Business And Business Planning

• Creating Business Value

• Valuation Of The Closely Held Business

• Selling Your Company Internally: Use Of ESOPs For Business Succession

• Selling The Business

• Analyzing State And Federal Tax Implications Of A Proposed Sale

8:30 a.m. - 8:40 a.m.

I. Overview Of Seminar

8:40 a.m. - 9:55 a.m.

II. Overview Of Business Entities

A. Sole Proprietorship

B. General Partnerships

C. Limited Liability Partnerships (LLP)

D. Limited Partnership

E. S Corporation

F. C Corporation

G. Limited Liability Company

III. Tax Considerations Affecting Choice Of Entity

A. Check-The-Box Regulation

B. C Corporation

C. S Corporation

D. LLC vs. Partnerships

E. State Tax Considerations

9:55 a.m. - 10:30 a.m.

IV. Managing The Business; Business Planning;

Creating The Value

A. The Role Of Operating Budgets

1. Benefits Of Budgets

2. Problems With Budgets

B. Forecasts

1. Monthly

2. Rolling

C. Cash Flow

1. Planning

a. Weekly

b. Monthly

2. Management

a. Prioritize Payments Based On:

i. Aged Accounts Payable

ii. Aged Accounts Receivable

iii. Critical Vendors, Supplies, Materials, Services

b. Timing Of Payments And Receipts

c. Reduce Inventory

3. Control

a. Credit Management – Policies And Procedures

b. Improve Collections, Especially Past Due Accounts

c. Daily Flash Reports

d. Monthly Bank Reconciliations

10:30 a.m. - 10:40 a.m.

Break

10:40 a.m. - 11:10 a.m.

IV. Managing The Business; Business Planning;

Creating The Value (Continued)

11:10 a.m. - 12:15 p.m.

V. Valuation Of The Closely Held Business

A. Overview/Reasons For Business Appraisals

B. What Is Value And Fair Market Value?

C. General Valuation Approaches

1. Cost Approach

2. Market Approach

3. Income Approach

D. Selecting The Appropriate Valuation Methods

1. Components Of Value In The Business Enterprise

2. Levels Of Relative Value And DIscounts

3. Allocating Value To Tangible And Intangible Assets

E. Key Factors Affecting Business Value

1. External Drivers

2. Internal Drivers

3. The Key To Creating Synergy

F. Positioning The Company For Sale

1. Value-Based Management

2. Using Professional Advisors

3. Establishing Going Concern Value

12:15 p.m. - 1:15 p.m.

Lunch (On Your Own)

1:15 p.m. - 2:30 p.m.

VI. Selling Your Company Internally: How An

Employee Stock Ownership Plan Is Used For

Business Succession

A. ESOP Basics – What Is An ESOP? And How Does It Work?

B. How Does A Leveraged ESOP Work?

C. A Leveraged ESOP Buyout Example

1. What Are The Benefits To The Selling Shareholder(s)?

2. What Are The Tax Savings And Cash Flow Advantages For The Company?

3. How Does The ESOP Structure Benefit The Employees?

D. The Special ESOP Tax Deferral – IRC §1042 Rollover

1. What Are The Rules? Who Qualifies For The Special ESOP Tax Deferred Rollover?

2. What Are The Reinvestment Options?

3. What Are The Restrictions And Other Limitations?

E. How Can You Use An ESOP In A Direct Charitable Contribution?

1. What Are The Benefits To The Selling Shareholder(s)?

2. How Does The Charity Benefit?

F. Other ESOP Structures

1. How Do Non-Leveraged ESOPs Work?

2. How To Use An ESOP In The Merger Or Acquisition Of Another Company

a. What Are The Tax And Cash Flow Advantages Of Using An ESOP In Structuring A Merger Or Acquisition?

G. New “S-Corporation” ESOPs

1. What Are The Unique Advantages And Disadvantages Of S-Corporation ESOPs?

2:30 p.m. - 2:40 p.m.

Break

2:40 p.m. - 3:15 p.m.

VII. Selling The Business

A. Letter Of Intent

B. Engagement Letter With Investment Banker

C. Structuring The Transaction

D. Asset Purchase Agreement

3:15 p.m. - 4:20 p.m.

VIII. Analyzing The State And Federal Tax

Implications Of A Proposed Sale

A. Tax Planning To Maximize The After Tax Proceeds Available To The Seller And Seller’s Owners

B. Stock vs. Assets Sales; Comparison Of Tax Results

1. C Corporations vs. Pass Through Entity Transactions

C. Availability Of The Installment Method To Report Gain

D. How To Allocate The Purchaser Price To Maximize Tax Benefits

E. Tax Deferred Transactions

F. Connecticut Tax Considerations, Including Sales And Use Tax Issues, Conveyance Tax And Controlling Interest Transfer Tax

4:20 p.m. - 4:30 p.m.

IX. Questions And Answers

Seminar Summary:

This one-day seminar, given by a knowledgable panel of speakers, will provide the attendee with a better knowledge of how to maximize the value of closely held businesses. (see full course description)

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