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Buying and Selling a Business: Start-to-Finish

presented by NBI, Inc.
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Buying and Selling a Business: Start-to-Finish

Workshop Description/Agenda

Tax-Saving Strategies, Business Valuation, Tactical Negotiations and More

Jam-packed with business valuation appraisers, CPAs, seasoned business contract attorneys, tax professionals and more, this practical course will equip you with the vital tools you need to successfully (and strategically) handle the sale of a business from beginning to end. Whether you are in the beginning stages of learning how to handle the sale of small to medium-sized businesses, or you're well-versed in the acquisition process, this program will benefit you by providing detailed direction on transactional procedures, potential pitfalls and traps with integrated case studies and sample checklists for real world application. Minimize complications, liability, risk and obstacles by identifying imperative considerations from both the purchaser's and seller's perspective. Register today!

  • Walk through buying and selling a small to medium-sized business with checklists and helpful case studies.
  • Gain tactical strategies for skillfully structuring and negotiating deal points in buy-sell agreements to get the best deal for your client.
  • Draft and negotiate imperative indemnity provisions to prevent integration issues and potential future litigation.
  • Skillfully structure and draft letters of intent, non-compete agreements and more.
  • Gain detailed insight from seasoned tax professionals on how to strategically implement tax-saving strategies when structuring the transaction.
  • Arm yourself with in-depth knowledge of valuation methods from a business valuation appraiser.
  • Gain practical tips for interpreting the acquisition agreement in your favor during post-closing disputes.
  • Find out what red flags to look for and what questions to ask during legal and financial due diligence.
  • Prevent loopholes: create and negotiate airtight representation and warranty provisions.


Day 1: Client Preparation, Due Diligence and Business Valuation

  1. Properly Prepare Your Client: Secrets from a Veteran M&A Attorney
    9:00 - 9:50, James R. Asmussen
  2. M&A Contract Workshop: Samples, Templates and Real-Life Examples (w/Handouts)
    9:50 - 10:40, James R. Asmussen
  3. Legal Due Diligence: Insight From a Business Contract Attorney
    10:55 - 11:45, Sean L. Robertson
    1. Drafting a Rock-Solid Non-Disclosure Agreement
    2. What to Look for in Permits and Licenses
    3. Intellectual Property Pitfalls (and Plusses)
    4. Insurance Policy Disadvantages/Advantages
    5. Corporate and LLC Document Red Flags
    6. Confirming all Contracts Have Been Identified
    7. Finding "Atomic Bombs" in Leases
    8. UCC Lien Landmines
  4. Due Diligence of Small Business Operations
    12:45 - 1:35, Anthony J. Madonia
    1. Building, Property and Land Info.
    2. Problematic Machinery/Equipment
    3. Regulatory Compliance Landmines
    4. Pin Pointing Production/Efficiency Problems
    5. Vendor/Supplier Concerns
    6. IT Due Diligence Financial Implications
  5. HR Due Diligence: Tips From a Labor and Employment Attorney
    1:35 - 2:25, Cynthia Pietrucha
    1. Employee Practices, Benefits, PTO and Salaries
    2. Payroll and Stock Option Plan Red Flags (and Return)
    3. Commission, Incentive and Profit Sharing Snags
    4. Labor Efficiency, Turnover and Accident Alarms (and Advantages)
  6. Financial Due Diligence: CPA Insight
    2:40 - 3:40, Steven Kops
    1. Risk (Normal and Under Economic Uncertainty)
    2. Overvalued, Undervalued and Unrecorded Assets/Liabilities
    3. Property Assets and Accumulated Depreciation
    4. How to Uncover Historical Tax Return Risks/Misinterpretations
    5. Quality of Earning, Present Value of Future Earnings, Forecast and Budget Gains
    6. Financial Statements - Reading Between the Lines
    7. Financial and Operating Ratio Interpretation and Oversights
    8. Accounts Receivable, Purchasing and Inventory Issues (and Profits)
    9. Evaluating Personal vs. Enterprise Goodwill
    10. Taxable vs. Non-Taxable Income & Tax Lien Traps
    11. Liquidity/Solvency and Activity/Efficiency
    12. Leverage and Coverage
    13. Profitability, Growth and Capital Expenditure Levels
    14. Owners'/Officers' Compensation
  7. Lessons from a Business Valuation Appraiser
    3:40 - 4:30, Bruce L. Richman
    1. How Closely Held Businesses are Assessed
    2. Economic Condition Analysis: National vs. Regional vs. Local
    3. Standard of Value vs. Premise of Value
    4. Assessing Prospective Future Operating Results and Cash Flow Analysis
    5. Normalization Adjustment Techniques and Tips
    6. Asset-Based vs. Income Statement vs. Market Approaches
    7. Examination of Different Valuation Methods
    8. How to Decipher Valuation Discounts

Day 2: Financing, Tax-Saving Strategies, Purchase/Sale Agreements and Closing

  1. Financing Debt and Equity: Overcoming Obstacles
    9:00 - 9:50, A. Thomas Skallas
  2. Letters of Intent/Term Sheets: Structuring, Drafting and Negotiating
    9:50 - 10:40, James R. Asmussen
  3. Tax Saving Strategies: Structuring Asset and Stock Purchases Advantageously
    10:55 - 11:55, Anthony J. Madonia
    1. Part Sale/Part Lease Alternative
    2. S-Corp vs. C-Corp vs. Partnership
    3. Installment Sales
    4. Avoiding FIRTPA Pitfalls
    5. Reducing Double Tax and Accelerating the Deduction
    6. Tax Efficient Sales and Use Tax Tips
    7. Joining Stock Sales and Redemptions
    8. Buyer's Interest Deduction in Stock Purchases
    9. Property Tax Reassessments/Transfer of Appreciated vs. Depreciated Property
    10. Depreciation Recapture Techniques
    11. Debt Restructuring and Cancellations
    12. Non-Liquidating Distributions and Dividends
    13. Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
  4. Strategically Negotiating the Purchase/Sale Agreement
    12:55 - 1:50, Sean L. Robertson
    1. Stock vs. Asset Purchase
    2. Purchase Price, Adjustments and Payment Mechanisms
    3. Representations and Warranties - in Detail!
    4. Indemnity; Set Off; Earn Out Provisions; Holdback; Escrow
    5. Employment Agreements/Stay Bonuses
    6. "Anti-Sandbagging" and "Material Adverse Changes" (MAC)
    7. Arbitration, Closing, Consents and Covenants
    8. Ancillary Agreements
    9. Intellectual Property and Intangible Property Protection
  5. Pre-Closing, Closing and Post-Closing Considerations and Checklists
    1:50 - 2:30, James R. Asmussen
  6. Top Mistakes Made During an Acquisition - and How to Avoid Them!
    2:45 - 3:30, James R. Asmussen
  7. Ethics in Business Acquisitions
    3:30 - 4:30, A. Thomas Skallas
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Complying with Antitrust Laws
    4. Breach of Fiduciary Duty
    5. Defining the Role of an Advisor to Avoid a Conflict of Interest

Who Should Attend

This two-day intermediate level program is designed for attorneys who currently handle, or are interested in handling the sale of a small to medium-sized business. Accountants, bankers, loan officers and paralegals will also benefit. <

Additional Information

Training Provider: NBI, Inc.

Course Topics: Law Training > Corporate Law

Training Course Summary: Buying and Selling a Business: Start-to-Finish

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