These detailed instructions on transactional procedures from start to finish will give you the confidence you need to handle mergers and acquisitions. Effectively negotiate and structure buy-sell agreements. Minimize complications and obstacles by identifying critical considerations from both the purchaser's and seller's perspective. Gain strategies used by experienced attorneys to pave the way for a straightforward transaction. Order today!

1. Introduction: First Steps of the Process
2. Nondisclosure Agreements/Letters of Intent
3. Due Diligence Process
4. Business Valuation Methods
5. Options for Financing the Deal
6. Structuring the Transaction
7. Structuring the Transaction II: Special Considerations
8. Tax Considerations
9. Drafting the Acquisition Agreement
10. Closing the Deal and Afterward
11. Ethical Obligations

1. INTRODUCTION: FIRST STEPS OF THE PROCESS
   9:00 - 9:15, Justin A. Cornell
   1. Assembling a Professional Advisory Team
   2. Business-for-Sale Market Analysis
   3. Performing Pre-Sale "Due Diligence"
   4. Structuring the Sale Process
2. NONDISCLOSURE AGREEMENTS/LETTERS OF INTENT
   9:15 - 9:30, W. Nick Jones
   1. Creating a Non-Disclosure Agreement
   2. Drafting Letters of Intent
3. DUE DILIGENCE PROCESS
   9:30 - 9:45, Joshua M. O'Bryan
   1. Overview of the Due Diligence Process
   2. Due Diligence Memorandum
4. BUSINESS VALUATION METHODS
   10:00 - 10:30, Thomas W. Colbert
   1. Assistance in Assessing Value
      1. Role Misconception
      2. What is a Valuation
      3. Approaches and Methods
      4. Common Role
1. Participation in Due Diligence
2. Assistance in Structuring a Transaction
5. OPTIONS FOR FINANCING THE DEAL
   10:30 - 10:45, Justin A. Cornell and Joseph B. Miller
   1. Sources of Financing
   2. Seller Financing Do's and Don'ts
   3. The "Ins and Outs" of Asset-Based Lending
   4. Working with the SBA and Other Nonprofit Sources
   5. Venture Capital and Other Alternative Financing Methods
   6. UCC Issues
6. STRUCTURING THE TRANSACTION
   10:45 - 11:30, Joshua M. O'Bryan and David O. Watson
   1. Equity/Asset Considerations
      1. Capitalization vs. Liabilities
      2. Securities Law Issues
      3. Tax Issues
      4. Employees
      5. Existing Contractual Relationships
   2. Equity Transactions
      1. Mergers
      2. Share Exchanges
      3. Triangular Mergers (Forward and Reverse)
      4. Stock Purchases
      5. Redemption/Sale Transactions
   3. Asset Transactions
      1. Sale of Sole Proprietorship
      2. Sales after the Repeal of General Utilities
      3. Capital Losses
      4. Retention of a Holding Company
7. STRUCTURING THE TRANSACTION II: SPECIAL CONSIDERATIONS
   11:30 - 12:00, Charles W. Dobbins Jr. and Joseph B. Miller
   1. Simultaneous Sign-and-Close vs. Delayed Closings
   2. Dealing with Assets of Uncertain Value
      1. Earnout Provisions
      2. Working Capital Adjustments
   3. Consideration
   4. Dealing with Known Liabilities
      1. Special Indemnification
      2. Escrow or Holdback Provisions
      3. Guaranties
   5. Dealing with Seller Principals and Key Employees
      1. Consulting/Employment Agreements
      2. Noncompetition Covenants
      3. Equity Rollovers
8. TAX CONSIDERATIONS
   1:00 - 1:45, Justin A. Cornell and Lindsay J. Kemp
   1. Taxable vs. Tax-Free Reorganizations
   2. Personal Goodwill and Entity Level Goodwill
   3. Deductibility of Acquisition Expenses
   4. Preserving Deductibility of Acquisition Expenses
9. DRAFTING THE ACQUISITION AGREEMENT
   1:45 - 2:45, Joseph B. Miller, Joshua M. O'Bryan and David O. Watson
   1. "Canonical" Structure of an Acquisition Agreement
   2. Parties
   3. Recitals
   4. Structure of the Transaction
   5. Consideration and Payment
   6. Representations and Warranties of Seller
   7. Representations and Warranties of Buyer
   8. Conditions to Closing
   9. Covenants
   10. Termination
   11. Indemnification, Escrow and Setoff
   12. "Boilerplate"
   13. Definitions
10. CLOSING THE DEAL AND AFTERWARD
    3:00 - 3:30, Joseph B. Miller and Joshua M. O'Bryan
    1. Checklists
    2. Meeting Conditions of Sale
    3. Post-Closing Liability
       1. Successor Liability
       2. Environmental Issues
       3. Unpaid Taxes: Sales Tax, Payroll Tax, Income Tax
       4. Accounts Payable
    4. Indemnification and Recovery
    5. Using ADR Effectively
    6. Post-Sale Duties and Obligations
11. ETHICAL OBLIGATIONS
    3:30 - 4:30, Dawn R. Franklin and W. Nick Jones
    1. Identify Who Will be Your Client
    2. Clearly Define the Role of the Advisor at the Outset to Avoid Conflict of Interest
    3. Maintain Confidentiality
    4. Identify and Respect Ethical Obligations to Non-Clients
    5. Exercise Independent Judgment on Behalf of Your Client

THOMAS W. COLBERT is a senior consultant with the CPA firm of Buetow, LeMastus & Dick, PLLC, in Louisville. Mr. Colbert is a seasoned executive with 35 years experience leading the litigation support and business valuation services at the firm. Previously the CFO at Wind Energy Corporation, he began his career at General Electric Company, where he traveled extensively as a GE Corporate Auditor, subsequently moving on to Brown & Williamson Tobacco Corp. as an analyst supporting brand management, and then joined Heublein International as its M&A Manager leading corporate global acquisitions. Mr. Colbert then assumed the chief financial officer role of a start-up engaged in leveraged buyouts of distressed companies growing the enterprise into a $220 million holding company. He is a Certified Valuation Analyst and has actively sought continuous improvement by attending numerous corporate training venues over his career, including IBM's Sales Training and GE's Financial Management Program. Mr. Colbert has attended graduate studies at Johns Hopkins University and University of Maryland, and he earned a BBA degree from the Gatton College of Business & Economics at the University of Kentucky.

JUSTIN A. CORNELL is an attorney at Frost Brown Todd LLC in Louisville. Mr. Cornell's practice is focused on mergers and acquisitions. He earned his B.A. and MBA degrees from Bellarmine College and his J.D. degree from the University of Louisville Law School and served as a law clerk to the Honorable Charles R. Simpson III, U.S. District Court for the Western District of Kentucky.  

CHARLES W. DOBBINS JR. is a member in the law firm of Tilford Dobbins Alexander, PLLC. His practice areas include the law related to business entities and finance; mergers and acquisitions; syndications and tax incentives; real estate transactions, development, finance, condominium law and land use; and secured transactions. Mr. Dobbins earned his B.A. degree, with distinction, from Washington and Lee University and his J.D. degree from the University of Virginia. He served two terms as counsel, Louisville State Bar Association Board of Directors and served as an officer and director on the founding Board of Directors for the Western District of Kentucky Federal Public Defender's Office. Mr. Dobbins also served six years on the Board of Directors, Legal Aid Society, Inc. He is active in the Volunteer Lawyer Program, a donated legal services program, sponsored by the Louisville Bar Association. Mr. Dobbins is serving on the Board of Overseers, Bellarmine University and the Boards of Directors of Recording for the Blind & Dyslexic, Inc., The Glassworks Foundation, Inc and Sister Cities of Louisville, Inc.

DAWN R. FRANKLIN is an attorney with Frost Brown Todd LLC. Ms. Franklin focuses her practice on business organization, equity financing, public securities and financial institution regulatory compliance. She earned her B.A. degree from Yale College and her J.D. degree from the University of Kentucky Law School. Ms. Franklin is admitted to practice in Kentucky and Indiana.

W. NICK JONES is an attorney with Frost Brown Todd LLC. Mr. Jones practice is focused on business organization, equity financing and mergers and acquisitions. He earned his B.A. degree from Centre College and his J.D. degree from the University of Kentucky Law School.

LINDSAY J. KEMP is an attorney at Frost Brown Todd LLC. Ms. Kemp focuses on tax controversy litigation, tax planning and business organization. She earned her B.A. degree from Eastern University and her J.D. degree from the University of North Carolina School of Law. Ms. Kemp is a member of the Kentucky Bar Association.

JOSEPH B. MILLER is an attorney at Frost Brown Todd LLC in Louisville, where he focuses on mergers and acquisitions, private securities offerings and the formation of private investment funds and other business entities. He is a graduate of the University of Kentucky and earned his J.D. degree from Harvard University Law School. Mr. Miller serves as the vice chair of the Corporate Section of the Louisville Bar Association. He is a member of the Kentucky, Massachusetts and American bar associations.

JOSHUA M. O'BRYAN is an attorney with Frost Brown Todd LLC. Mr. O'Bryan focuses his practice on corporate governance, public securities and mergers and acquisitions. He earned his B.S. and B.A. degrees from the University of Kentucky, and his J.D. and MBA degrees the University of Louisville. Mr. O'Bryan is a member of the Louisville, Kentucky and American bar associations.

DAVID O. WATSON is an attorney with the Louisville law firm of Frost Brown Todd LLC. Mr. Watson's practice focuses on business organization, equity financing and mergers and acquisitions. He earned his B.A. degree, with honors, from Harvard College, his MA degree from the University of Kentucky and his J.D. degree from Vanderbilt Law School. Mr. Watson has served as the chair of the Corporate Section of the Louisville Bar Association and was a contributing author of the UK/CLE practice handbook titled Kentucky Corporation Law. He speaks frequently on business organization and mergers and acquisitions topics.

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