This introductory-level seminar is designed to provide attendees with the knowledge to better understand acquisition documents, the transaction process and successfully closing the underlying acquisition transaction. This seminar will provide a 'nuts and bolts' overview of the acquisition process and the acquisition documentation, including the role that various professionals play in the acquisition process, the principal types of acquisition documents, the use of such documentation to discover and deal with common transaction problems, the place for and the role of due diligence, and the varying roles that lawyers, accountants and other professionals play in this process.
You will come away from this seminar with a better understanding of the important role of the documents needed for and the documentation process in any acquisition transaction. Give yourself the tools you need to negotiate acquisition documents, understand the principal issues in acquisition transactions and successfully close such transactions.
- Legal, accounting and investment considerations in buying or selling a business
- Alternative methods of structuring a sale
- Why valuation is important
- Tax impact for different structures
- How derivatives are integral to the deal
- What is the framework for managing the proceeds?
8:30 a.m. - 8:50 a.m.
I. Overview And Why You Must Be Familiar
With More Than The Rules And The
A. Introduction Of Speakers
B. Holistic Approach To The Transaction
8:50 a.m. - 10:00 a.m.
II. On Your Marks, Get Ready: Posturing
Your Company For Sale
1. Structure Of Transaction
2. Financial Statements
3. Estate Plan
4. Unique Issues
5. Protecting Confidential Information
6. Initial Checklist
B. Accounting Considerations
1. Balance Sheet Options
2. Income Statement Thoughts
3. Cash Flow Possibilities
C. Preliminary Due Diligence And Valuation
1. What Is The Buyer Looking For?
2. Determining Sales Price Parameters
3. SFAS 140 Amortization Of Goodwill
4. SFAS 141 Business Combinations; Purchase Method Of Accounting
10:00 a.m. - 10:30 a.m.
III. Getting Into The Deal
A. Overview Of The Transaction Process
B. Seller's Side Of The Sale Process And How To Use Professional Advisors
1. Maximizing Value: Creating An Auction Process
2. When To Hire An Investment Banker
10:30 a.m. - 10:40 a.m.
10:40 a.m. - 11:10 a.m.
III. Getting Into The Deal (Continued)
C. Letters Of Intent/Confidentiality Agreements And How To Use Them
1. Why Bother? The Importance Of Letters Of Intent And Confidentiality Agreements
2. What They Should Say And How They Should Say It
D. Tax Considerations For Maximizing After-Tax Cash To Sellers
11:10 a.m. - 12:00 p.m.
IV. Pay The Piper Or Not
A. Overview: Federal Tax Law May Drive Structure Of Transaction
B. Forms Of Taxable Transactions
1. Sale Of Stock
2. Sale Of Assets
3. Purchase Price Allocations
4. Installment Sale
5. Single-Member Limited Liability Company
C. Tax-Free Reorganizations
2. Assumption Of Liability
3. Additional Requirements
4. Potential Problems
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 1:45 p.m.
V. A Better Way Than Cash On The
A. Equity Derivatives And Hedging Strategies
1:45 p.m. - 2:30 p.m.
VI. Who Is The Manager Of The Manager?
A. 21st Century Asset Management & Due Diligence
2:30 p.m. - 2:40 p.m.
2:40 p.m. - 3:10 p.m.
VII. Specific Issues And Aspects Of The
A. ERISA/ESOP Issues
B. Intellectual Property Issues
C. Environmental And Real Estate Issues
D. Employment Workforce And Notice Issues
E. Hart Scott Rodino (HSR) Issues
1. Does The Transaction Qualify? Testing The Transaction
2. Oh No, Now What To Do? What Qualifying Under HSR Means
F. Successor Tax Liability Issues
3:10 p.m. - 3:45 p.m.
VIII. The Due Diligence Process: Determining
The Principal Business And Legal Issues
A. Scope Of Due Diligence Review: Understanding Client Expectations
B. Using Representations And Warranties To Discover Business And Legal Issues
C. Obtaining And Using Third-Party Reports
D. Preparing And Utilizing Schedules
E. The People Side of Due Diligence
3:45 p.m. - 4:30 p.m.
IX. Pulling It All Together: Hot Topics And