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. ETHICAL OBLIGATIONS
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. BUSINESS VALUATION METHODS

Continuing Education Credits:   

* denotes specialty credits

1. ADVISING BUYERS AND SELLERS DURING THE FIRST STEPS OF THE PROCESS
   9:00 - 9:45, Robert B. Moodie
   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. ETHICAL OBLIGATIONS
   9:45 - 10:45, Richard J. Cayo
   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
3. KNOW YOUR CLIENT'S OPTIONS FOR FINANCING THE DEAL
   11:00 - 11:45, Joseph D. Froehlich
   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, Joseph M. Maier
   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, Michael R. Stein
   1. Stock and Equity Transactions
      1. Securities Law Issues
      2. Mergers
      3. Combination of Sale and Redemption
      4. Review and Analysis of a Sample Acquisition Agreement
   2. Asset Transactions
      1. Sale of Sole Proprietorship
      2. Capital Gains and Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Sample Acquisition Agreement
   3. General Considerations
      1. Method of Payment
      2. Collateral Security
      3. Imputed Interest
      4. Representations and Warranties
      5. Employee Benefits
      6. Covenants and Conditions
      7. Pre-Closing, Closing and Post-Closing Considerations and Checklists
6. CONTRACT NEGOTIATION STRATEGIES FOR BUYERS AND SELLERS
   2:45 - 3:45, Robert B. Moodie
   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. BUSINESS VALUATION METHODS
   3:45 - 4:30, Eric P. Hagemeier
   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

RICHARD J. CAYO is president of the Milwaukee law firm of Halling & Cayo, S.C. A large portion of his practice consists of defending lawyers in discipline matters, advising law firms on ethics and malpractice issues, and testifying as an expert witness on lawyers' professional responsibility. Mr. Cayo has been a frequent author and speaker on lawyers' professional responsibility. He earned his B.A. and J.D. degrees from the University of Wisconsin. Mr. Cayo is a member of the Milwaukee Bar Association (Board of Directors 1995-98), the State Bar of Wisconsin (Litigation Section, Board of Governors 1992-99) and the Wisconsin Academy of Trial Lawyers, where he served as an associate editor of its quarterly magazine, The Verdict. He has been a member of the National Organization of Bar Counsel, the Association of Professional Responsibility Lawyers and has served on the State and Supreme Court Committees to review the Model Rules of Professional Responsibility.

JOSEPH D. FROEHLICH is a managing director of Corporate Financial Advisors, LLC.  He specializes in providing merger and acquisition, capital sourcing and general corporate advisory services to private companies. Prior to joining Corporate Financial Advisors, Mr. Froehlich served as a managing director for another investment banking firm.  There he completed numerous transactions in the manufacturing, retail, business services and technology industries.  He also has extensive experience in making direct equity investments, including both buyouts and venture capital transactions.  Earlier in his career, Mr. Froehlich was an executive in the electronics industry, serving such companies as Intel, Raychem and Sony. He earned his B.S. degree in electrical engineering, cum laude, from Stanford University and his M.B.A. degree from the Harvard Business School.  Mr. Froehlich serves on the Board of Directors of Herzing Institutes and the Titus Group.  He is also an active member and officer of the Harvard Business School Club of Wisconsin and is involved in a number of civic organizations in the Milwaukee area.

ERIC P. HAGEMEIER is a shareholder in the business law practice of Reinhart Boerner Van Deuren S.C. and a member of the firm's executive compensation team. He serves a range of public and privately held companies in both manufacturing and service sectors. Mr. Hagemeier advises clients on business law issues including mergers and acquisitions, securities, SEC compliance, executive compensation and matters related to finance and raising capital. Prior to joining the firm, he practiced as a CPA with United Wisconsin Services (now known as Cobalt Corporation), a large public company formerly affiliated with Blue Cross/Blue Shield United of Wisconsin. Mr. Hagemeier's experience as a financial advisor provides him with special insights into the challenges and opportunities facing his clients. He has spoken to business audiences on corporate law issues, notably on the various stages of the mergers and acquisitions process and on basic securities laws matters. Mr. Hagemeier is a member of the State Bar of Wisconsin, the American Institute of Certified Public Accountants and is a participant in the Future Milwaukee Leadership Program, which is designed to develop the skills of existing and future community and business leaders. He earned his B.B.A. degree, summa cum laude, from the University of Wisconsin - Whitewater and his J.D. degree, magna cum laude, from the University of Wisconsin Law School.

JOSEPH M. MAIER is a shareholder with O'Neil, Cannon, Hollman, DeJong & Laing S.C. Mr. Maier assists businesses, their owners and investors with employee benefit design and ERISA issues, executive compensation planning, income tax planning surrounding the creation, operation and liquidation of business entities and the creation, formation, merger and acquisition of businesses. In addition, he assists business owners and families in succession planning and estate planning. Mr. Maier earned his B.B.A. degree, summa cum laude, from the University of Wisconsin-Milwaukee and his J.D. degree, summa cum laude, from the University of Wisconsin-Madison Law School, graduating #1 in his class and serving as editor of the UW Law Review. He is a member of the State Bar of Wisconsin (member, Taxation and Property and Probate sections) and the Society of Financial Services Professionals.

ROBERT B. MOODIE is the senior partner with Hippenmeyer, Reilly, Moodie & Blum, S.C., where he joined the firm more than 30 years ago. He concentrates his practice in transactional work. His primary area of focus includes representing small business clients; commercial litigation; business related issues; and advising clients on a variety of employment related matters. Mr. Moodie has spoken to a number of organizations on business and employer/employee related topics and he is a frequent speaker before various professional groups. He has taught business law at the University of Wisconsin-Milwaukee. Mr. Moodie is a member of the Waukesha County Bar Association and the State Bar of Wisconsin (General Practice and Real Estate sections). He assisted at Badger Boys State for 25 years, teaching civics and government to high school juniors, including our current Governor, Scott Walker. He earned his B.S. degree, summa cum laude, from the Northern Michigan University and his J.D. degree from Marquette University.

MICHAEL R. STEIN is a shareholder with the Milwaukee law firm of Beck, Chaet, Bamberger & Polsky, S.C. Mr. Stein earned his B.B.A. degree in accounting, with honors, and his J.D. degree, with honors, from the University of Wisconsin - Madison. He has served as in-house counsel for various businesses, including a Fortune 100 company. Mr. Stein represents individuals and business entities in the areas of mergers and acquisitions, real estate transactions and corporate and contract law. He is a former chairperson of the Milwaukee Bar Association Corporate Business and Banking Section. Mr. Stein is a frequent lecturer on business and real estate topics. He is a member of the State Bar of Wisconsin and the Milwaukee and American bar associations.

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