Description
Gain a better understanding of how to negotiate agreements and better position your business for a sale as well as postsale considerations.This topic will cover the life of a sale of a business transaction including steps you can take to prepare your business for sale, an overview of a business sale transaction, and common postclosing disputes. The material will review typical sources of friction in business sale transactions and affirmative actions that can be taken to ensure a smooth closing. Discussion of common postclosing disputes will highlight the importance of carefully negotiating and drafting key sale terms. This topic will be valuable for business owners, officers, managers, and advisors who want to position a business and its stakeholders for a successful sale process.
Date: 2020-09-30 Start Time: End Time:
Learning Objectives
Preparing to Sell Your Business
• Recordkeeping and Organization
• Maximizing Business Value
• Minimizing Business Risk • Robust Compliance/Quality Control Procedures, Protecting Company Assets, and Having Insurance in Place Prior to a Sale
• Assembling the Right Team • CPA, Attorney, Seller’s Broker, IT Specialist
• Finding the Right Buyer • Internal vs. External Buyers; Company Ethos
• Messaging to Employees
The Life of an M&A Transaction
• Quick Overview of Transaction Process
• Early Negotiations • Non-Disclosure Agreements, Letters of Intent and Key Terms, Begin Due Diligence
• Deal Structure • Asset Transaction, Stock Transaction, Merger
• Ancillary Agreements • Promissory Note, Security Agreement/Stock Pledge Agreement, Employment Agreements With Restrictive Covenants
• Common Sources of Friction and Reasons Why They Fall Apart
• Ensuring a Successful Closing
Post-Closing Litigation and Disputes
• Breach of Representation or Warranty in Deal Documents
• Failure to Pay Purchase Price
• Failure to Properly Secure, Insure or Protect Collateral
• Exodus of Customer Base or Employees Post-Closing
• Trade Secret/Intellectual Property Misappropriation or Violation of Restrictive Covenants
• Indemnification Claims/Successor Liability for Pre-Closing Liability
• Post-Closing Cooperation Covenants
Questions and Answers
CLE (Please check the Detailed Credit Information page for states that have already been approved) ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
Stephanie Davidson-Black Helterline LLP, Tyler J. Volm – Black Helterline LLP
