An owner who plans to sell the business in a few years should now consult with advisors and take important steps that will make the business saleable, maximize the purchase price, and make easier the negotiations and the closing of a deal. The result of these efforts will benefit the company regardless of whether a sale ever materializes.
When the time comes for starting the process of marketing the business, a business owner should consult with, and coordinate the efforts of, a business broker, a tax accountant and/or tax attorney, an attorney skilled in the area of buying and selling businesses and specialists appropriate to particular areas of concern, such as environmental engineers, intellectual property attorneys, human resources experts, labor law and ERISA specialists.
For a potential buyer it is also vital to assemble and coordinate a similar team of advisors.
If you are contemplating the sale, or purchase of a business or if you represent or advise potential sellers or buyers, this seminar will help you sharpen your skills and be more effective in the negotiations and managing the transaction process. This seminar is unique - it will cover not only the customary areas, such as of valuation, important tax planning issues, asset purchases vs. stock purchases, but also the following:
- How to prepare the business for sale
- How to market the business
- Use of business intermediaries and the marketing process
- Step by step processing of the deal, from letter of intent to closing
- Environmental concerns
- Human resources considerations
8:30 a.m. - 8:50 a.m.
A. General Remarks
B. Overview Of The Program's Written Materials
8:50 a.m. - 9:35 a.m.
II. The Roles Of A Business Intermediary
A. For A Seller, Including Where The Seller Has Already Targeted The Potential Buyer
B. For A Buyer
9:35 a.m. - 10:20 a.m.
III. Valuation And Related Matters
10:20 a.m. - 10:30 a.m.
10:30 a.m. - 10:45 a.m.
IV. Content Of The Seller's Or Selling
Shareholders Or Members Engagement
Letter With The Business Intermediary
10:45 a.m. - 11:05 a.m.
V. Confidentiality Agreements; Letters Of
Intent, Term Sheets, etc.
A. Confidentiality Agreements Before Letter Of Intent Stage
B. Use Of A Letter Of Intent, Term Sheet Or Memorandum Of Understanding Pros And Cons
C. Content And Style Of An LOI Or MOU
D. Selected Issues Including 'Stand-Still Provisions'
11:05 a.m.- 11:20 a.m.
VI. Disclosure Of Seller's Confidential
A. Where And How Disclosures Will Be Made Keeping The Potential Sale Secret From Employees And Others
B. When Will The Information Be Delivered Or Made Available Use Of Phased Disclosures
C. Edited Disclosure
11:20 a.m. - 11:35 a.m.
VII. The Roles Of The Accountants
A. When The Accountant First Gets Involved And Why
B. Due Diligence By The Buyer's Accountant
C. Due Diligence By The Seller's Accountant Concerning The Buyer
11: 35 a.m. - 12:00 p.m.
VIII. The Lawyer's Roles
A. When The Lawyer First Gets Involved And Why
B. Due Diligence By The Buyer's Lawyer
C. Due Diligence By The Seller's Lawyer Concerning The Buyer
D. Very Useful Initial Actions To Be Taken By The Lawyers
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 1:20 p.m.
IX. Practical Tips On How To Get The Deal
A. Early Identification Of The Client's 'Team' And Assisting In The Coordination Of The Efforts Of 'Team' Members, Such As The Business Intermediary, The Accountant, Labor And Employment Law Counsel, Intellectual Property Counsel, Regulatory Counsel, Pension Plan And Benefits Service, Insurance Broker, Environmental Engineering Firm
B. Who Does The Negotiating On What Issues?
C. The Need To Identify The Point When The Parties Should Get In The Same Room To Hammer Out Open Items
1:20 p.m. - 2:50 p.m.
X. Selected Deal Issues
A. Transaction Structure Financial Elements Of A Business Sale Transaction Terms/Deal Structure And Terms Of Payment
B. Financing Contingencies
C. Sale Of The Stock Of Subchapter S Corporation-Income Before The Closing And Tax Returns
D. The Impact Of 'Concentration' Of Sales
E. Sale Or Retention Of The Seller's Closing Date Accounts Receivable
F. Issues In Valuing Closing Date Inventory
2:50 p.m. - 3:00 p.m.
3:00 p.m. - 4:30 p.m.
X. Selected Deal Issues (Continued)
G. Retention Of A Key Employees; Timing Of Buyer's Access To Them
H. Landlords, Vendors And Other Third Party Consents
I. Security And Guaranties As To The Purchase Money Note; Restrictions On The Buyer Until The Note Is Paid
J. Security For Performance Of Seller's Indemnification Undertakings; Escrow; Non-Negotiable Notes
K. 'Transition Period' Services By The Seller's Principal(s) Or Selling Shareholder(s) Or Members
L. Environmental Condition Of The Business's Facility
M. Who Will Join In The Seller's Warranties And Representation?
N. Survival After The Closing Of Some Of The Warranties And Representations