Description
Identify and describe the moving parts of a business deal in ways that will allow your clients to make intelligent decisions about the design of the deal.I have a mantra. It is that all business deals have to address certain questions what goes in, what goes out, who calls what shots, what is expected of the parties, and what happens when (not if) the business deal comes to an end. This topic deals mainly with describing what goes out. It touches on the other aspects of the mantra as well and you will recognize and be able to formulate a business deal in terms other than eye of newt, and toe of frog, wool of bat, and tongue of dog. Thus, you will be able to identify and describe the moving parts of a business deal in ways that will allow your clients to make intelligent decisions about the design of the deal.
Date: 2020-01-28 Start Time: End Time:
Learning Objectives
The Simple Model• the Simple Model Reflects the Motto of the Three Musketeers: All for One, One for All; Very Few Real Life Ventures Actually Reflect This Motto
What Goes in
• Cash• We All Know What That Is and How to Value It, but What About Timing and Failure to Honor the Deal
• Property• Valuation and Timing Again, but Also, Perhaps, Ancillary Issues Such as Title and Other Warranties
• Services• This Is the Most Slippery of All; Valuation, Timing, Adequacy of Performance, All Have to Be Addressed
What Goes out
• What Goes out Is Differential–Not All Partners Are Created Equal
• Allocations• Timing and Amounts; Specifically, We Will Be Addressing Issues Related to IRC § 704(b) and Its Affect Upon Capital Account Maintenance
• Built-in Gain/Loss Allocations
• Disguised Sale Issues
• Cash• Always a Matter Close to the Hearts of Clients
• Guaranteed Payments Under IRC § 707; This Is Not Part of the IRC § 704(b) Equation
• Tax Distributions• There’s Always a Third-Party Who Is Not a Signatory to the Deal
• How Treated: Loans or Advances
• How Calculated
• Liquidation Preferences
What Is Expected of the Parties
• Management Agreements
• Dilution Provisions• What If Contribution Obligations Are Not Meet in a Timely Manner
The End of the Business Deal
• Natural End
• Breach and Alleged Breach End
Stuart Levine-Law Offices of Stuart Levine, LLC
