Audio CD + Course Book

Buying and Selling a Business: Start-to-Finish

Audio CD + Course Book

Copyright Date:

December, 2017

Product ID#:

77469CDRA

Audio + Course Book

Credit Information

Continuing education credit
is not available on this program.


  • For additional questions regarding
  • continuing education credits,
  • please contact us at 866-240-1890
  • or credit@nbi-sems.com
From Event: Buying and Selling a Business: Start-to-Finish, held December 2017.

Program Description

Jam-packed with CPAs, seasoned business contract attorneys, tax professionals and more, this practical guide will equip you with the vital tools you need to successfully (and strategically) handle the sale of a business from beginning to end. Whether you are in the beginning stages of learning how to handle the sale of small to medium-sized businesses, or you're well-versed in the acquisition process, this guide will benefit you by providing detailed direction on transactional procedures, potential pitfalls and traps with integrated case studies and sample checklists for real world application. Minimize complications, liability, risk and obstacles by identifying imperative considerations from both the purchaser's and seller's perspective. Order today!

Course Content

  1. Properly Prepare Your Client: Secrets From a Veteran M&A Attorney
  2. Legal Due Diligence: Insight From a Business Contract Attorney
  3. Due Diligence of Small Business Operations
  4. HR Due Diligence: Tips From a Labor and Employment Attorney
  5. Financial Due Diligence: CPA Insight
  6. Business Valuation
  7. Letters of Intent/Term Sheets: Structuring, Drafting and Negotiating
  8. Tax Saving Strategies: Structuring Asset and Stock Purchases Advantageously
  9. Strategically Negotiating the Purchase/Sale Agreement
  10. Pre-Closing, Closing and Post-Closing Considerations and Checklists
  11. Top Mistakes Made During an Acquisition - And How to Avoid Them!
  12. Ethics in Business Acquisitions

Continuing Education Credit

Continuing education credit is not available at this time.
For additional questions regarding continuing education credits please contact us at 866-240-1890 or credit@nbi-sems.com.

Agenda / Content Covered

Day 1: Client Preparation, Due Diligence and Business Valuation

  1. Properly Prepare Your Client: Secrets From a Veteran M&A Attorney
    9:00 - 9:45, Written by Tracy A. Coleman. Presented by Larry C. Tomlin in Indianapolis and Tracy A. Coleman in Merrillville.
  2. Legal Due Diligence: Insight From a Business Contract Attorney
    9:45 - 10:45, Written by Timothy E. Hollingsworth. Presented by Timothy E. Hollingsworth in Indianapolis and John R. Terpstra in Merrillville.
    1. Drafting a Rock-Solid Non-Disclosure Agreement
    2. What to Look for in Permits and Licenses
    3. Intellectual Property Pitfalls (and Plusses)
    4. Insurance Policy Disadvantages/Advantages
    5. Corporate and LLC Document Red Flags
    6. Confirming all Contracts Have Been Identified
    7. Finding "Atomic Bombs" in Leases
    8. UCC Lien Landmines
  3. Due Diligence of Small Business Operations
    11:00 - 12:00, Written by Henry Mestetsky. Presented by Henry Mestetsky in Indianapolis and James L. Jorgensen in Merrillville.
    1. Building, Property and Land Info.
    2. Problematic Machinery/Equipment
    3. Regulatory Compliance Landmines
    4. Pin Pointing Production/Efficiency Problems
    5. Vendor/Supplier Concerns
    6. IT Due Diligence Financial Implications
  4. HR Due Diligence: Tips From a Labor and Employment Attorney
    1:00 - 2:00, Written by Patricia L. Beaty and Dorothy D. Parson McDermott. Presented by Patricia L. Beaty and Dorothy D. Parson McDermott in Indianapolis and James L. Jorgensen in Merrillville.
    1. Labor and Employment Due Diligence Requests
    2. Wage and Hour Compliance
    3. Traditional Labor Compliance
    4. Workplace Safety Compliance
    5. WARN Compliance
    6. Employee Benefit Plan Due Diligence
    7. Tax-Qualified Retirement Plans
    8. Welfare Plan Issues
    9. COBRA
    10. Executive Compensation
  5. Financial Due Diligence: CPA Insight
    2:00 - 3:00, Written by K. Douglas Cook. Presented by K. Douglas Cook in Indianapolis and Jason Uloswceh in Merrillville.
    1. Purpose of Financial Due Diligence
    2. Responsibility for Financial Due Diligence
    3. Analysis of Financial Statements
      1. Who Prepared the Financial Statement
      2. Level of Opinion on Financial Statements
      3. Review of Balance Sheet
      4. Review of Income Statement
      5. Where is the Value of the Entity/Assets
      6. Risk Assets
      7. Adjustment to Assets and Income
    4. Case Studies
  6. Business Valuation
    3:15 - 4:30, Written by J. Jeffrey Brown. Presented by J. Jeffrey Brown in Indianapolis and Jason Uloswceh in Merrillville.
    1. Steps in the Valuation Process
    2. The Concept of Enterprise Value
    3. Valuation Models
      1. Asset-Based Models
      2. Market-Based (Multiple) Models
      3. Discounted Cashflow Models
    4. Quality of Earnings and Adjusted EBITDA
    5. Strategic vs. Financial Buyers
      1. Synergy Analysis
      2. Impact of Leverage on Valuation
      3. Valuing Rollover Equity in an LBO
    6. Valuation Discounts for Private Companies
    7. Working Capital Adjustments

Day 2: Financing, Tax-Saving Strategies, Purchase/Sale Agreements and Closing

  1. Letters of Intent/Term Sheets: Structuring, Drafting and Negotiating
    9:00 - 9:45, Written by Glenn M. Sermersheim. Presented by Glenn M. Sermersheim in Indianapolis and Kirk A. Pinkerton in Merrillville.
  2. Tax Saving Strategies: Structuring Asset and Stock Purchases Advantageously
    10:00 - 11:30, Written by Thomas R. Alvarez. Presented by Thomas R. Alvarez in Indianapolis and Carla K. Pyle in Merrillville.
    1. Part Sale/Part Lease Alternative
    2. S-Corp vs. C-Corp vs. Partnership
    3. Installment Sales
    4. Avoiding FIRTPA Pitfalls
    5. Reducing Double Tax and Accelerating the Deduction
    6. Tax Efficient Sales and Use Tax Tips
    7. Joining Stock Sales and Redemptions
    8. Buyer's Interest Deduction in Stock Purchases
    9. Property Tax Reassessments/Transfer of Appreciated vs. Depreciated Property
    10. Depreciation Recapture Techniques
    11. Debt Restructuring and Cancellations
    12. Non-Liquidating Distributions and Dividends
    13. Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
  3. Strategically Negotiating the Purchase/Sale Agreement
    11:30 - 12:30, Written by K. Douglas Cook. Presented by K. Douglas Cook in Indianapolis and Kirk A. Pinkerton in Merrillville.
    1. Negotiations Generally
    2. Stock Sale vs. Asset Purchase
    3. Description of Purchased Assets
    4. Purchase Price, Adjustments and Payment of Purchase Price
    5. Representations and Warranties
    6. Indemnity; Set Off; Earn Out Provisions; Holdback; Escrow
    7. Employment Agreements
    8. Anti-Sandbagging and Material Adverse Change
    9. Non-Competition Provisions
  4. Pre-Closing, Closing and Post-Closing Considerations and Checklists
    1:30 - 2:30, Written by Milton O. Thompson. Presented by Milton O. Thompson in Indianapolis and Scott E. Yahne in Merrillville.
  5. Top Mistakes Made During an Acquisition - And How to Avoid Them!
    2:45 - 3:30, Written by Milton O. Thompson. Presented by Milton O. Thompson in Indianapolis and John R. Terpstra in Merrillville.
  6. Ethics in Business Acquisitions
    3:30 - 4:30, Written by Timothy E. Hollingsworth. Presented by Timothy E. Hollingsworth in Indianapolis and Scott E. Yahne in Merrillville.
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Complying with Antitrust Laws
    4. Breach of Fiduciary Duty
    5. Defining the Role of an Advisor to Avoid a Conflict of Interest
December 11 - December 12 Indianapolis

THOMAS R. ALVAREZ serves as a senior manager in BGBC Partners, LLP's Tax Services Department. His experience includes several years as a senior tax manager in the Los Angeles office of a Big 4 accounting firm, where his clients included high-profile entertainment individuals; Fortune 500 manufacturing, retailing and distribution companies; and clients with extensive international tax issues, including frequent travel to foreign countries to instruct and update the local tax personnel on U.S. tax laws. Mr. Alvarez also has worked in the industry as a tax director for an international conglomerate and as a senior tax advisor for a multinational Fortune 100 company. He has extensive experience representing his clients before the IRS and state and local taxing authorities, and has frequently spoken on tax panels for various industry groups. Mr. Alvarez has been published in leading tax journals. He earned his master's degree from the University of Southern California.

PATRICIA L. BEATY is a partner with Ogletree, Deakins, Nash, Smoak & Stewart, P.C., where she concentrates her practice in the area of employee benefits and executive compensation. She has experience in the design, implementation, and administration of single employer and multiemployer defined benefit plans, as well as money purchase, profit sharing, stock bonus, employee stock ownership, performance plans, non-qualified deferred compensation plans, 401(K) and 103(b) plans, Section 125 "cafeteria" plans, and voluntary employees' beneficiary association trusts (VEBAs). Ms. Beaty also has experience in auditing plans for compliance failures and represents the firm's clients before the Internal Revenue Service and the Department of Labor on a variety of issues, including audits by both agencies and correction of operational failures under the IRS Employee Plans Compliance Resolution System, and fiduciary issues under the Department of Labor's Voluntary Fiduciary Correction Program. She also works with clients on issues relating to fiduciary compliance under the Employee Retirement Income Security Act of 1974 (ERISA), QDROs, COBRA, HIPAA, new comparability or "cross tested" plans, cash balance plans, and recent legislation affecting all aspects of employee benefits. Ms. Beaty is a certified employee benefit specialist, a member of the American Bar Association's Committee on Employee Benefits, past chairperson of the Indiana Benefits Conference, and a member of the Indianapolis Bar Association. She earned her B.S. degree from Ball State University and her J.D. degree from the Indiana University Robert H. McKinney School of Law.

J. JEFFREY BROWN is a partner with Faegre Baker Daniels LLP. He represents both public and private companies in acquisitions, securities offerings and corporate governance matters. He also represents financial investors and management participants in private equity and venture capital transactions, leveraged buyouts, recapitalizations and other complex transactions. Mr. Brown is the 2018 M&A Lawyer of the Year in Indianapolis as named by The Best Lawyers in America. He was the Private Equity and LBO Lawyer of the Year in 2016, the M&A Lawyer of the Year in 2015, and the Venture Capital Lawyer of the Year in 2014. He is ranked Band 1 in Indiana for corporate/M&A by Chambers USA. In addition to practicing law, Mr. Brown is an active investor in the public markets and is a CFA charterholder. The CFA (chartered financial analyst) program is a rigorous and comprehensive multi-year study program in the field of investment management and research analysis. Mr. Brown received his M.B.A. degree from Georgetown University and his J.D. degree from the University of Virginia.

K. DOUGLAS COOK is owner of Cook & Associates. His practice primarily consists of corporate executives, small businesses, professionals and entertainers. His services include general business management; estate planning and administration; analyzing business results; representing clients before tax authorities; structuring, negotiating and financing the sales and acquisitions of businesses; and structuring business relationships and compensation arrangements. He is a member of the American Institute of Certified Public Accountants, Indiana CPA Society and the Indiana State Bar Association. Mr. Cook is admitted to practice law in the state of Indiana, the United States Federal Courts-Northern and Southern Districts of Indiana and the United States Tax Court. He received his B.S. degree, cum laude, from Ball State University and earned his J.D. degree, magna cum laude, from Indiana University School of Law.

TIMOTHY E. HOLLINGSWORTH is an attorney in private practice in Indianapolis, where he practices in the areas of civil litigation, corporation law, commercial law and taxation law. Mr. Hollingsworth is a frequent lecturer on topics ranging from choice of entity to the use of limited liability companies and limited partnerships in estate planning. He earned his B.S. degree from Purdue University and his J.D. degree, magna cum laude, from Indiana University.

HENRY MESTETSKY is an attorney with Bingham Greenebaum Doll LLP. He is a member of the real estate and corporate and transactional practice groups. He assists clients with a broad range of legal issues in the areas of real estate, corporate, M&A, lending, economic development and certain litigation. Mr. Mestetsky's practice includes commercial and real estate lending, representing borrowers, traditional lending institutions, loan funds and non-profit lenders/CDFIs from negotiation through closing of financing transactions. He serves as corporate counsel and advises privately held businesses and non-profits on a wide range of matters including entity formation, corporate governance, ownership and stockholders issues, business restructuring, commercial contracting, acquisition and disposition, mergers, capital investment and private placement. Mr. Mestetsky received his B.S. degree, with distinction, from Indiana University Kelley School of Business - Indianapolis and earned his J.D. degree from the Indiana University Maurer School of Law.

DOROTHY D. PARSON MCDERMOTT is a shareholder with Jackson Lewis LLP. She concentrates her practice in the defense of civil rights and employment-related claims, as well as ERISA and Non-ERISA employee benefit matters, including bad faith and breach of contract claims. She received her B.S. degree, with honors, from Valparaiso University and earned her J.D. degree, cum laude, from University of Illinois College of Law. Ms. Parson is a member of the Defense Research Institute, the Indiana State Bar Association (Executive Member - Latino Affairs Committee; Member, Federal Judiciary Committee), the State Bar of Wisconsin, and the Hispanic National, Indianapolis and American bar associations.

GLENN M. SERMERSHEIM is a sole practitioner in Indianapolis, where he practices in the areas of buying and selling businesses, tax planning and tax controversies, real estate, commercial finance, franchising, choice of entity, shareholder disputes, and other complex business transactions. He has spoken on such topics for the Indiana Continuing Legal Education Forum, Indiana Certified Public Accountant Society, Tax Executives Institute, Indiana Chamber of Commerce, Indiana Manufacturers Association, Indianapolis Bar Association, Indiana State Bar Association and National Business Institute. Mr. Sermersheim chaired the Tax Subcommittee and was a member of the Drafting Committee of the Indiana LLC Task Force, which drafted Indiana's LLC statute. He earned his B.A. degree, with high distinction, from Indiana University and his J.D. degree, cum laude, from the University of Michigan. Mr. Sermersheim is a past chair of the Taxation Section of the Indiana State Bar Association and the Solo and Small Firm Practice Section of the Indianapolis Bar Association.

MILTON O. THOMPSON is an attorney and of counsel with the law firm of Bleeke Dillon Crandall. He is most recognized for sports and entertainment law, but also focuses on business law and consulting for entrepreneurs and non-profits, small business financing, and MBE and WBE certification. Mr. Thompson earned his B.A. degree from Wittenberg University and his J.D. degree from Indiana University School of Law - Bloomington. His commitment to the community is attested by his many civic involvements, including vice chair of the Indianapolis Foundation. Mr. Thompson has also served as the president of the Indiana University School of Law Board of Visitors, and as president of its Alumni Association. In addition, he was the former general counsel to the Pan American Games and held the position of vice president of Indiana Sports Corporation. A former Marion County deputy prosecuting attorney, Mr. Thompson's honors include the 2004 Business & Philanthropy Award from the National Center for Black Philanthropy, Washington, D.C.; as well as being listed as an Indiana Super Lawyer in the March 2005 issue of Indianapolis Monthly Magazine.

LARRY C. TOMLIN is a partner with SmithAmundsen LLC. Mr. Tomlin provides legal services to financial institutions of all sizes including commercial banks, thrifts, bank holding companies and public and private corporations. He routinely advises financial institutions with respect to dealing with bank regulatory agencies, responding to adverse regulatory examinations, and implementation of new regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Mr. Tomlin has served as counsel in numerous transactions involving mergers and acquisitions, hostile takeovers, issuer tender offers, and the formation of de novo financial institutions. Mr. Tomlin advises public and private companies on corporate governance issues and state and federal securities matters. His experience includes regulatory compliance, contract development and review, general business matters, preparation and review of securities filings and a broad range of transactions including numerous mergers, acquisitions and divestitures. Mr. Tomlin has been selected to the Indian Super Lawyers list 2012-2017. He is a member of Indianapolis and American bar associations, and the Indiana Business Law Survey Commission (subcommittee on restrictive covenants). He received his B.S. degree from Indiana University, his M.A. degree from Webster Unvisited and earned his J.D. degree from Indiana University Maurer School of Law.

December 14 - December 15 Merrillville

TRACY A. COLEMAN is an attorney in Gary, Indiana, where she has a federal law practice. She is a member of the Indiana State Bar.

JAMES L. JORGENSEN is a partner with Hoeppner Wagner & Evans LLP. He practices in the areas of labor, employment, banking, and business law. His representation of business clients ranges from small, closely-held business to American subsidiaries of foreign corporations. Mr. Jorgensen is a frequent lecturer to various business groups, publishes extensively in business journals, and was an adjunct professor at the Valparaiso University School of Law for over 10 years. He earned his B.A. degree, summa cum laude, from St. Olaf College; his M.A. degree from the University of Washington; and his J.D. degree from Valparaiso University School of Law. Mr. Jorgensen is admitted to practice in Indiana and Florida. He is a member of the Indiana State, Lake County, and Porter County bar associations.

KIRK A. PINKERTON is a partner with Hinshaw & Culbertson LLP, where he focuses his practice on corporate and tax law. Since 1975, he has represented businesses, health care entities and high net worth individuals with sophisticated business, tax and estate planning needs. Mr. Pinkerton has substantial experience in both federal and state tax matters, corporate law, health care law, employee benefits and business litigation. He has implemented stock and asset sales, acquisitions and mergers of client businesses. Mr. Pinkerton represents health care clients in matters concerning Stark, anti-kickback laws and other compliance issues. He also represents them in transactions, investigations and taxation matters. Mr. Pinkerton earned his B.A. degree, with honors, from Indiana University and his J.D. degree from Indiana University School of Law.

CARLA K. PYLE is an attorney with the law firm of Rubino Ruman Crosmer & Polen. She concentrates her practice in business law, representing business clients in employment matters, contracts and the ins and outs of business operations. Ms. Pyle heads the team representing financial institutions in banking and foreclosure matters. She also devotes a significant part of her practice to probate and estate planning. Ms. Pyle earned her B.A. degree, summa cum laude, from East Texas Baptist University and her J.D. degree, magna cum laude, from Valparaiso University School of Law.

JOHN R. TERPSTRA is a partner with Hinshaw & Culbertson LLP, and focuses his practice in commercial litigation, business transactions, probate litigation, and real estate. He counsels and advises clients on a wide variety of needs, from project development to courtroom litigation, if necessary, as well as asset preservation and wealth transfer. As an experienced litigator, Mr. Terpstra has represented clients in many areas, including contract and insurance disputes, general liability, employment litigation, transportation claims, premises liability, personal injury, insurance coverage disputes and appellate matters. He earned his B.S. degree from Indiana University at Bloomington and his J.D. degree from DePaul University College of Law. Mr. Terpstra is a member of the Lake County Bar Association.

JASON ULOSWCEH, CPA, CVA, CFF, is a partner with Matson Driscoll & Damico LLP in the Downers Grove office. Mr. Uloswceh specializes in the measurement of economic damages related to business interruption, lost profits, construction defect and claims, product liability and recall and business disputes. He provides litigation supports services and expert witness testimony. Mr. Uloswceh has experience in a number of industries including manufacturing, mining, oil and gas, power generations, food processing and agribusiness. He received his B.S. degree from the University of Illinois.

SCOTT E. YAHNE is an attorney with Yahne Law PC. He practices in real estate development, business disputes and litigation, and commercial and residential real estate law. Mr. Yahne is a member of the Lake County Bar Association and has been recognized as one of the top annual providers of pro bono services to clients in need of a helping hand in Lake County. He often sits as judge pro tem for several courts in Lake County. Mr. Yahne earned his B.A. degree from Indiana University and his J.D. degree from Indiana University School of Law.

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