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
7. ETHICAL OBLIGATIONS

Continuing Education Credits:   

Continuing Legal Education

Credit Hrs    State    Credit Approval Expiration

* denotes specialty credits

1. ADVISING BUYERS AND SELLERS DURING THE FIRST STEPS OF THE PROCESS
   9:00 - 9:45, Francis J. Sullivan
   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
   9:45 - 10:45, Gary A. Miller
   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
   11:00 - 11:45, Francis J. Sullivan
   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
   11:45 - 12:30, Joshua C. Weinberger
   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
   1:30 - 2:30, Gary A. Miller
   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
   2:45 - 3:30, Francis J. Sullivan
   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
7. ETHICAL OBLIGATIONS
   3:30 - 4:30, Gary A. Miller
   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

GARY A. MILLER is a member of the law firm of Eckert Seamans Cherin & Mellott, LLC, in Philadelphia, where he practices in the areas of corporate law, securities law, commercial transactions, emerging businesses and health care industry transactions. Mr. Miller has previously lectured for National Business Institute on matters related to limited liability companies and choice of business entity, and has spoken before other professional groups on areas related to his practice. He is a member of the Philadelphia, Pennsylvania and American (member, Business Law and Health Law sections) bar associations. Mr. Miller earned his B.S. and J.D. degrees, cum laude, from the University of Pennsylvania.

FRANCIS J. SULLIVAN is a partner in the law firm of Hill Wallack LLP. He is partner-in-charge of the Business & Commercial and Trusts & Estates practice groups. Mr. Sullivan concentrates his practice in the representation of corporate entities and partnerships, buying and selling businesses and real estate, tax and regulatory issues, as well as obtaining and structuring financing to further his clients' business needs, growth and development. He frequently advises clients on the planning, organizing, restructuring and governance of new and existing business entities, including the documenting of the relationship between and among the business entity and its owners. Mr. Sullivan also negotiates, structures and drafts operating, partnership and shareholder agreements; agreements for retirement and buy-outs of partners and corporate owners; as well as generational succession planning. He also is involved in commercial litigation on behalf of his business clients. Mr. Sullivan is very active in the legal profession and his community. He is past president of the Bucks County Bar Association and is a current vice president of the Charitable Foundation of the Bucks County Bar Association. Mr. Sullivan is a member of the House of Delegates of the Pennsylvania Bar Association, a life time fellow of the Pennsylvania Bar Foundation and is a hearing committee member of the Pennsylvania Disciplinary Board. He is a former Chapter 7 bankruptcy trustee for the U.S. Bankruptcy Court for the Eastern District of Pennsylvania and is a member of the Inns of Court of Bucks County. Mr. Sullivan earned his B.A. degree from La Salle University and his J.D. degree from Villanova University School of Law. In 1987, he earned a Master of Laws in Taxation from Villanova University School of Law and in 2004 received a certificate in estate planning from the Graduate Tax Division of Temple University School of Law after completing a two year night program at Temple Law School. Mr. Sullivan is a member of the American, Pennsylvania and the Bucks County bar associations.

JOSHUA C. WEINBERGER is an attorney with the Philadelphia firm of Cozen O'Connor, where he is a member of the Business Law Department. He concentrates his practice in the area of federal income tax planning for all types of commercial transactions, with a focus on real estate transactions, including partnership matters and like-kind exchanges, as well as addressing the concerns of private and public REITs, pension funds, and other tax-exempt organizations. Mr. Weinberger also represents clients in mergers and acquisitions, stock and asset purchase transactions, and other transactional contexts, addressing the federal (including international aspects), state and local tax considerations. He has lectured on issues relating to partnerships, LLCs, real estate taxation and exempt organizations/unrelated business income tax. Mr. Weinberger earned his undergraduate degree, magna cum laude, from Yeshiva University and his J.D. degree, cum laude, from the University of Pennsylvania, where he was an editor of the University of Pennsylvania Law Review and a member of the Order of the Coif.

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