Audio CD + Course Book

Business Acquisition from Start to Finish

Audio CD + Course Book

Copyright Date:

May, 2018

Product ID#:


Audio + Course Book

Credit Information

Continuing Legal Education

  • KY CLE - 6.00
From Event: Business Acquisition from Start to Finish, held May 2018.

Program Description

Whether your client is the buyer or the seller, being knowledgeable of the entire acquisition process is a must. Add to the value you bring your client by learning about the various methods of business valuation, and how to determine which tax structures will benefit them the most. In this guide, you will learn from our experienced faculty as they walk you through real world examples of everything from drafting that first teaser summary to complex acquisition agreements. Order today!

Course Content

  1. Vital First Steps of an Acquisition
  2. Traditional and Alternative Financing Options
  3. Business Valuation: What an Attorney Needs to Know
  4. Tax Saving Structures and Strategies for Attorneys
  5. Structuring and Drafting the Acquisition Agreement
  6. Ethics in Business Acquisitions

Continuing Education Credit

Continuing Legal Education – CLE: 6.00 KY - Credit Approval Expiration 06/30/2018 *

* denotes specialty credits

Agenda / Content Covered

  1. Vital First Steps of an Acquisition
    9:00 - 10:00, William D. Clifton
    1. Where to Start: Preliminary Matters and Motivations and Expectations of the Parties
    2. The Value of an Appraisal and the Preparation of a "Prospectus"
    3. Structure of the Transaction
    4. Preparation of a Non-Disclosure Agreement
    5. Preparation of a Letter of Intent
    6. Seller Financing
    7. Prep Work and Due Diligence
  2. Traditional and Alternative Financing Options
    10:15 - 11:15, H. Powell Starks
  3. Business Valuation: What an Attorney Needs to Know
    11:15 - 12:15, Rob B. Kester
    1. Understanding the True Value of a Business
    2. Models, Formulas and Techniques of Business Valuation
    3. Asset-Based Approach - Real World Examples
    4. Income Statement Approach - Real World Examples
    5. Market-Based Approach - Real World Examples
  4. Tax Saving Structures and Strategies for Attorneys
    1:15 - 2:15, Earl F. Hamm Jr.
    1. Tax Efficient Structures
    2. Taxable, Tax-Free and Tax-Deferred Transactions
    3. Mitigating Tax Liability
  5. Structuring and Drafting the Acquisition Agreement
    2:30 - 3:30, Jerrad T. Howard
    1. Stock and Equity Purchase Agreements
      1. Securities Law Issues
      2. Go Shops vs. No Shops
      3. Combination of Sale and Redemption
      4. Imputed Interest
      5. Review and Analysis of a Real World Acquisition Agreement
    2. Asset Purchase Agreements
      1. Sale of Sole Proprietorship
      2. Capital Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Real World Acquisition Agreement
    3. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Earnouts
      4. Purchase Price Adjustments
      5. Indemnification, Escrow and Setoff
      6. Employee Benefits
      7. Covenants and Conditions
      8. Pre-Closing, Closing and Post-Closing Considerations and Checklists
  6. Ethics in Business Acquisitions
    3:30 - 4:30, Peter L. Ostermiller
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Breach of Fiduciary Duty
    4. Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
    5. Joint Representation

WILLIAM D. CLIFTON is self-employed as a business, transactional and tax attorney with an emphasis on small, closely-held businesses and medical practices. He has over 35 years of experience in drafting and negotiating contracts, and has been involved in the sale and acquisition of numerous types of businesses during his law career. Mr. Clifton is a certified public accountant and is a member of the Kentucky Bar Association. He earned his B.S. degree, with honors and high distinction, from the University of Illinois and his J.D. degree from Loyola University School of Law in Chicago.

EARL F. HAMM JR. is an attorney with Kaplan & Partners LLP, where he practices in the areas of real estate and corporate law, including property and business sale and acquisitions, development, start-up ventures, finance, and government relations. He has broad experience in business and real estate as a private practice attorney, in-house counsel, business owner, and equity investor in entrepreneurial ventures. He is a member of the Louisville, Kentucky and American bar associations. Mr. Hamm received his B.A. degree from Duke University, his M.P.P. degree from the University of Michigan and his J.D. degree from the University of Kentucky.

JERRAD T. HOWARD is a corporate associate with Dinsmore & Shohl LLP, where he is responsible for providing advice to and representing public and private companies, public utilities and financial institutions. Mr. Howard concentrates his practice on mergers and acquisitions, as well as commercial finance and regulatory compliance for financial institutions. His experience includes representing clients in a variety of agency proceedings and transactions, including multiple acquisitions and divestitures. He is a member of the Ohio State Bar Association and the Kentucky Bar Association. Mr. Howard received his B.S. degree, summa cum laude, from the University of Kentucky and his J.D. degree from the University of Kentucky College of Law.

ROB B. KESTER is a manager in Blue & Co., LLC's business valuation & litigation support services group. Blue & Co., LLC is a regional accounting and advisory firm with offices in Kentucky, Indiana, Ohio and Texas. Mr. Kester holds the certifications of accredited in business valuation (ABV), certified public accountant (CPA) and certified in financial forensics (CFF). He has 10 plus years of experience in the valuation field, including the areas of estate and gift, marital dissolution, forensic accounting, forecasting, business plans, and support to attorneys in virtually all areas of litigation, including expert testimony and consultation. Mr. Kester is also very active in the community, serving on the Board of Directors for the ALS Association of Kentucky and the Carriage House, he chairs the Small Business Committee for the Kentucky Society of CPA’s and is a member of the Finance Committee for the Center for Women and Families. Mr. Kester earned bachelor’s and master’s degrees, in accounting, from the University of Kentucky.

PETER L. OSTERMILLER has been in the private practice of law in Louisville since 1980. He is a sole practitioner concentrating in legal ethics and professional responsibility matters. Mr. Ostermiller represents attorneys in disciplinary and reinstatement proceedings, judges in judicial ethics matters, and bar exam applicants. He has also represented parties in attorney’s fee dispute proceedings; attorneys in legal proceedings in which sanctions have been sought against the attorney; represented parties in attorney disqualification proceedings; and counseled lawyers and law firms in their respective rights, responsibilities and duties to other attorneys and their clients. Mr. Ostermiller has also served as an expert witness in legal ethics/legal malpractice matters. He is a member of the Kentucky Bar Association, Louisville Bar Association and the Association of Professional Responsibility Lawyers. Mr. Ostermiller served on the Kentucky Bar Association's Ethics 2000 Committee which proposed changes to the Rules of Professional Conduct to the KBA, which resulted in the July 2009 revisions to the Ethics Rules. Mr. Ostermiller graduated with his B.A. and J.D. degrees from the University of Louisville.

H. POWELL STARKS is a member with Frost Brown Todd LLC, where he assists both foreign and domestic clients in the structuring, negotiation and documentation of numerous mergers, acquisitions and related financings. Mr. Starks has worked with companies in the customs brokerage, financial services, coal and limestone mining and processing, health care services, tele-communications, equine, restaurant, information services, electric utility, food production, product distribution and general manufacturing industries. In addition, he assists clients in their business and succession planning. Mr. Starks is a member of the American Bar Association, the Kentucky Bar Association and the Louisville Bar Association. Mr. Starks received his B.A. degree, cum laude, from Washington and Lee University and his J.D. degree from Washington and Lee University School of Law.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890


Accreditation Details:

Continuing Legal Education

KY CLE: 6.00 Credit Approval Exp
Includes - Ethics: 1.00
This program has been approved as a technological CLE activity by the Kentucky Bar Association Continuing Legal Education Commission and may qualify for up to 6.0 credits, of which 1.0 hour relates to ethical considerations. No more than 6.0 hours of technological CLE credit may be earned during a reporting period.

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Mail: NBI
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