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Handling the Sale of a Business

presented by NBI, Inc.
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Handling the Sale of a Business

Workshop Description/Agenda

Deepen Your Understanding of Business Acquisitions

Whether your client is the buyer or the seller, being knowledgeable of the entire acquisition process is a must. Add to the value you bring your client by learning about the various methods of business valuation, and how to determine which tax structures will benefit them the most. Join us for this important seminar and learn from our experienced faculty as they walk you through real world examples of everything from drafting that first teaser summary to complex acquisition agreements. Register today!

  • Enhance your knowledge of the overall buying and selling process.
  • Find out how to calculate a business's value.
  • Gain a clear understanding of the tax saving strategies available to your client.
  • Master the skill of structuring purchase agreements, including stock and asset purchase agreements.
  • Confidently advise your client on how to handle existing contracts in an acquisition.
  • Safeguard against ethical violations by avoiding conflicts of interest.


  1. Vital First Steps of an Acquisition
    9:00 - 9:45, Daniel R. Lam
    1. Drafting a Teaser Summary
    2. Creating a Non-Disclosure Agreement
    3. Drafting the Letter of Intent (LOI)
    4. Conducting Due Diligence - Assembling a Team of Experts and Due Diligence Request Lists
  2. Traditional and Alternative Financing Options
    10:00 - 11:00, Alan M. Schlissel
  3. Business Valuation: What an Attorney Needs to Know
    11:00 - 12:15, Alan M. Schlissel, Gary Kuba, and Jody Teruya
    1. Understanding the True Value of a Business
    2. Models, Formulas and Techniques of Business Valuation
    3. Asset-Based Approach - Real World Examples
    4. Income Statement Approach - Real World Examples
    5. Market-Based Approach - Real World Examples
  4. Tax Saving Structures and Strategies for Attorneys
    1:15 - 2:15, Alan M. Schlissel
    1. Tax Efficient Structures
    2. Taxable, Tax-Free and Tax-Deferred Transactions
    3. Mitigating Tax Liability
    4. Tax Evasion vs. Tax Avoidance
  5. Structuring and Drafting the Acquisition Agreement
    2:15 - 3:15, Daniel R. Lam
    1. Stock and Equity Purchase Agreements
      1. Securities Law Issues
      2. Go Shops vs. No Shops
      3. Combination of Sale and Redemption
      4. Imputed Interest
      5. Review and Analysis of a Real World Acquisition Agreement
    2. Asset Purchase Agreements
      1. Sale of Sole Proprietorship
      2. Capital Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Real World Acquisition Agreement
    3. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Earnouts
      4. Purchase Price Adjustments
      5. Indemnification, Escrow and Setoff
      6. Employee Benefits
      7. Covenants and Conditions
      8. Pre-Closing, Closing and Post-Closing Considerations and Checklists
  6. Ethics in Business Acquisitions
    3:30 - 4:30, Carole R. Richelieu
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Breach of Fiduciary Duty
    4. Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
    5. Joint Representation

Who Should Attend

This basic-to-intermediate level course was designed for attorneys. Accountants and paralegals will also benefit.

Additional Information

Training Provider: NBI, Inc.

Course Topics: Law Training > Corporate Law

Training Course Summary: Handling the Sale of a Business

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