This seminar is designed for attorneys, presidents and vice presidents, accountants, finance executives, business owners and managers, controllers, real estate brokers, consultants, enrolled agents and financial planners.
The purchase or sale of a business is a complex process implicating important legal issues, as well as critical strategic, valuation, tax planning and accounting issues. Whether as an exit strategy or means to growth, the sale or purchase of a business is a transaction that most business owners, managers and advisers will encounter at least once during their career. If you own or manage a business that is considering a purchase or sale transaction, or advise businesses who may engage in such transactions, this seminar will help you anticipate, analyze and plan for difficult issues that will arise when a business changes hands. You will be provided with a practical analytical framework from which to approach those issues, as well as practical solutions and alternatives to dealing with them.
8:30 a.m. - 8:40 a.m.
8:40 a.m. - 9:30 a.m.
II. Getting A Business Ready To Sell
A. Seller Motivations
B. Know What You Are Selling
C. Recasting The Financials
D. Valuing The Business – Seller’s Viewpoint
9:30 a.m. - 10:30 a.m.
III. Tax Issues For Sellers
A. Conflict Of Interest Between Seller And Buyer
B. Use Of The Installment Sale Method
C. Requirements Regarding Allocation Of Purchase Price
D. Selling Price Contingent On Future Earnings
E. Certain Small Business Stock
F. Tax-Free Reorganizations
10:30 a.m. - 10:40 a.m.
10:40 a.m. - 12:00 p.m.
IV. Deal Structure And Pre-Sale Legal Issues
A. What Is Being Sold?
B. Overview Of Typical Deal Structure
D. Identifying Key Contracts And Leases (Assignment And Consent Issues)
E. Getting Your “Corporate House” In Order
F. Tax Clearances
V. Deal Documents And Due Diligence
A. Letter Of Intent
B. Maintaining Confidentiality
C. Purchase And Sale Agreement – Key Provisions/Reps And Warranties
D. Due Diligence
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 2:00 p.m.
VI. Buyer’s Valuation Issues
A. Buyer Motivations
B. Know What You Are Buying
C. Valuing The Business – Buyer’s Perspective
D. Discounts And Premiums
2:00 p.m. - 3:00 p.m.
VII. Tax Issues For Buyers
A. Conflict Of Interest Between Buyer And Seller
B. Form Of Business Entity
C. Available Federal Tax Elections
D. State Tax Requirements And Issues
3:00 p.m. - 3:10 p.m.
3:10 p.m. - 4:10 p.m.
VIII. Particular Legal Issues; Closing Documents
A. Real Estate Considerations
B. Consulting Agreements And Non-Compete Agreements
D. Bill Of Sale
E. Promissory Notes
F. Assignment Documents
4:10 p.m. - 4:30 p.m.
IX. Questions And Answers