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. ADVISING BUYERS AND SELLERS DURING THE FIRST STEPS OF THE PROCESS
2. BUSINESS VALUATION METHODS
3. KNOW YOUR CLIENT'S OPTIONS FOR FINANCING THE DEAL
4. TAX SAVINGS STRATEGIES DURING ACQUISITIONS
5. STRUCTURING AND DRAFTING THE ACQUISITION AGREEMENT
6. CONTRACT NEGOTIATION STRATEGIES FOR BUYERS AND SELLERS

1. ADVISING BUYERS AND SELLERS DURING THE FIRST STEPS OF THE PROCESS
   9:00 - 10:00, Ralph J. Palmisano
   1. Assembling a Professional Advisory Team
   2. Business-for-Sale Market Analysis
   3. Performing “Due Diligence” – Sample Due Diligence Request and Checklist Included
   4. Creating a Non-Disclosure Agreement
   5. Structuring the Transaction
   6. Drafting the Letters of Intent for Stock and Asset Purchase Agreements
   7. Selecting and Using a Business Broker
2. BUSINESS VALUATION METHODS
   10:00 - 11:00, Richard L. Craig
   1. Rules of Thumb
   2. Asset-Based Methods of Valuation
   3. Income Statement Methods of Valuation
   4. Market-Based Methods of Valuation
   5. Identifying and Obtaining the Necessary Documents
   6. Maximize Your Use of the Business Appraiser
3. KNOW YOUR CLIENT'S OPTIONS FOR FINANCING THE DEAL
   11:15 - 12:15, Robert G. Konstand
   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
4. TAX SAVINGS STRATEGIES DURING ACQUISITIONS
   1:15 - 2:15, Michael L. Solomon
   1. Allocation of Purchase Price
   2. Use of Consulting Agreements
   3. Personal Goodwill and Entity Level Goodwill
   4. Tax-Free Reorganizations
   5. Deductibility of Acquisition Expenses
   6. Preserving Tax Characterization on Audit
5. STRUCTURING AND DRAFTING THE ACQUISITION AGREEMENT
   2:30 - 3:30, Michael L. Solomon
   1. Stock and Equity Transactions
      1. Securities Law Issues
      2. Cash Mergers
      3. Combination of Sale and Redemption
      4. Imputed Interest
      5. Review and Analysis of a Sample Acquisition Agreement
   2. Asset Transactions
      1. Sale of Sole Proprietorship
      2. Sales After the Repeal of General Utilities
      3. Capital Losses
      4. Retention of a Holding Company
      5. Review and Analysis of a Sample Acquisition Agreement
   3. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Indemnification, Escrow and Setoff
      4. Employee Benefits
      5. Covenants and Conditions
      6. Pre-Closing, Closing and Post-Closing Considerations and Checklists
6. CONTRACT NEGOTIATION STRATEGIES FOR BUYERS AND SELLERS
   3:30 - 4:30, Robert G. Konstand
   1. Making and Evaluating Offers
   2. Meeting Conditions of Sale
   3. Discussing the Finer Points of the Acquisition Agreement
   4. Dealing With Liabilities
   5. Environmental Issues
   6. Successor Liability
   7. Unpaid Taxes: Sales Tax, Payroll Tax, Income Tax
   8. Accounts Payable
   9. Insurance for Environmental and Breach of Representation
   10. Using ADR Effectively
   11. Closing the Deal
   12. Post-Sale Duties and Obligations

RICHARD L. CRAIG, CPA/ABV/CFF, CVA, is a partner in the Canton, Ohio tax firm, 415 Group, where he is responsible for tax preparation and business consulting for small to mid-sized corporations. He also spends much of his time with litigation support and business valuation studies for privately held companies of all sizes. He is a certified public accountant with accreditation in business valuation, is certified in financial forensics (CPA/ABV/CFF) and is a certified valuation analyst (CVA). Mr. Craig is a member of the American Institute of Certified Public Accountants, the National Association of Certified Valuation Analysts, the Ohio Society of Certified Public Accounts, a technical editor for the quarterly newsletter Valuation Plus and a council member for Intuit on their Accountant and Advisor National Board. He has been named as an expert witness in more than 100 court cases in various jurisdictions in the state of Ohio. He earned his B.A. degree, cum laude, with dual majors in accounting and quantitative analysis from Mount Union College.

ROBERT G. KONSTAND is a sole practitioner in Akron, Ohio. An attorney for more than 34 years, Mr. Konstand maintains a transactional practice with emphases on business and real estate transactions, in addition to being 'of-counsel' with the firm of Tzangas, Plakas, Mannos and Raies. For the last 13 years, he also has been the owner of a chain of restaurants with more than 150 employees, and has various business and real estate pursuits in Ohio and Florida. Mr. Konstand is a member of the Ohio State and Akron bar associations and The Florida Bar. He earned his B.A. and J.D. degrees from the University of Akron.

RALPH J. PALMISANO is a partner in the law firm of Leiby, Hanna, Rasnick, Towne, Evanchan, Palmisano & Hobson, LLC. Since 1973 Mr. Palmisano's practice has included representation of lending institutions, business formation, sales, acquisitions, mergers, real estate development and acquisitions, business litigation and defense litigation, including complex multi-district and national litigation in the Federal Courts, insurance law and representation of insurance companies, product liability defense litigation, toxic tort defense litigation, and environmental defense litigation. He is a member of the Summit County and American bar associations. Mr. Palmisano earned his B.A. degree from the University of Akron and his J.D. degree from Cleveland-Marshall College of Law.

MICHAEL L. SOLOMON is a partner in the law firm of Budish, Solomon, Steiner & Peck, LTD. Mr. Solomon has been practicing law for more than 35 years and focuses his practice on estate planning, corporate and business law, tax law, and employee benefits. Prior to entering private practice, he was an attorney with the National Office of the IRS for more than two years. Mr. Solomon is a member of the American Bar Association. He is a frequent speaker both locally and nationally on tax and business related topics, including presentations before the Cleveland Tax Institute and the Ohio Society of Certified Public Accountants State and Federal Tax Forum. Mr. Solomon has co-chaired the American Bar Association National Institutes on Pension Issues. Additionally, he has been the president of the Ohio Venture Association and was a member of the Board of Directors of the Cleveland Area Development Finance Corporation. Mr. Solomon earned his B.S. degree from Purdue University and his J.D. degree and LL.M. degree from Georgetown University Law Center.

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