Helping Your Client Buy or Sell a Small-to-Medium Sized Business Training Class

Course ID: 20697

Helping Your Client Buy or Sell a Small-to-Medium Sized Business Training Seminar

Ensure a Smooth Transaction During the Purchase or Sale of a Business

This seminar provides detailed instructions on transactional procedures from start to finish, so you can effectively negotiate and structure buy-sell agreements. Minimize complications and obstacles by identifying critical considerations from both the purchaser's and seller's perspective. Our faculty will share the benefit of their years of experience so you can pave the way for a straightforward transaction.

Get the best deal for your client using our contract negotiation techniques.
Prevent loopholes: customize our sample contract to create airtight agreements that close the door on future disputes.
Find out how to get the other party to pay as much of the transaction expenses as possible.
Arm yourself with knowledge of valuation methods to determine if a price is reasonable.
Structure the transaction to minimize the tax impact on your client.
Use our checklist to ensure that no steps are missed during the transaction, and all information is properly disclosed.
Don't let clients miss out on the smartest alternatives - know the best financing options.
Gain practical tips on how to avoid unintentionally breaching confidentiality.


	Agenda
	ADVISING BUYERS AND SELLERS DURING THE FIRST STEPS OF THE PROCESS 9:00 - 9:45 Fern O'Brien Assembling a Professional Advisory Team Business-for-Sale Market Analysis Performing "Due Diligence" - Sample Due Diligence Request and Checklist Included Creating a Non-Disclosure Agreement Structuring the Transaction Drafting the Letters of Intent for Stock and Asset Purchase Agreements Selecting and Using a Business Broker REVIEWING BUSINESS OPERATIONS - BUSINESS VALUATION METHODS 9:45 - 10:30 Ronald F. Koch Establishing a Benchmark Identifying and Obtaining the Necessary Documents Income Statement Methods of Valuation Asset-Based/Balance Sheet Method of Valuation Market Valuation Maximize Your Use of the Business Appraiser KNOW YOUR CLIENT'S OPTIONS FOR FINANCING THE DEAL 10:45 - 12:00 Ronald F. Koch Sources of Financing Seller Financing Do's and Don'ts The "Ins and Outs" of Asset-Based Lending Working With the SBA and Other Nonprofit Sources Venture Capital and Other Alternative Financing Methods UCC Issues TAX SAVINGS STRATEGIES DURING ACQUISITIONS 1:00 - 1:45 Ronald F. Koch Asset Sale Installment Sale State and Local Tax Considerations Tax Accounting Considerations Recapture of Depreciation Converting to a Different Organizational Structure (C or S Corporation, etc.) Capital Gains Taxable vs. Tax-Free Acquisitions STRUCTURING AND DRAFTING THE ACQUISITION AGREEMENT 1:45 - 2:30 Allen Sparkman Stock and Equity Transactions Securities Law Issues Cash Mergers Combination of Sale and Redemption Imputed Interest Review and Analysis of a Sample Acquisition Agreement Asset Transactions Sale of Sole Proprietorship Sales After the Repeal of General Utilities Capital Losses Retention of a Holding Company Review and Analysis of a Sample Acquisition Agreement General Considerations Method of Payment Representations and Warranties Indemnification, Escrow and Setoff Employee Benefits Covenants and Conditions Pre-Closing, Closing and Post-Closing Considerations and Checklists CONTRACT NEGOTIATION STRATEGIES FOR BUYERS AND SELLERS 2:45 - 3:40 Fern O'Brien Making and Evaluating Offers Meeting Conditions of Sale Discussing the Finer Points of the Acquisition Agreement Dealing With Liabilities Environmental Issues Successor Liability Unpaid Taxes: Sales Tax, Payroll Tax, Income Tax Accounts Payable Insurance for Environmental and Breach of Representation Using ADR Effectively Closing the Deal Post-Sale Duties and Obligations ETHICAL OBLIGATIONS 3:40 - 4:30 Allen Sparkman Identify Who Will Be Your Client Clearly Define the Role of the Advisor at the Outset to Avoid Conflict of Interest Maintain Confidentiality Identify and Respect Ethical Obligations to Non-Clients Exercise Independent Judgment on Behalf of Your Client