Audio CD + Course Book

Buying and Selling a Business: Start-to-Finish

Audio CD + Course Book

Copyright Date:

April, 2018

Product ID#:

78812CDRA

Audio + Course Book

Credit Information

Continuing Legal Education

  • UT CLE - 12.00
From Event: Buying and Selling a Business: Start-to-Finish, held April 2018.

Program Description

Jam-packed with business valuation appraisers, 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. M&A Contract Workshop: Samples, Templates and Real-Life Examples (w/Handouts)
  3. Legal Due Diligence: Insight From a Business Contract Attorney
  4. Due Diligence of Small Business Operations
  5. HR Due Diligence: Tips From a Labor and Employment Attorney
  6. Lessons From a Business Valuation Appraiser
  7. Financing Debt and Equity: Overcoming Obstacles
  8. Strategically Negotiating the Purchase/Sale Agreement
  9. Tax Saving Strategies: Structuring Asset and Stock Purchases Advantageously
  10. Letters of Intent/Term Sheets: Structuring, Drafting and Negotiating
  11. Pre-Closing, Closing and Post-Closing Considerations and Checklists
  12. Ethics in Business Acquisitions

Continuing Education Credit

Continuing Legal Education – CLE: 12.00 UT - Credit Approval Expiration 12/31/2018 *


* denotes specialty credits

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 - 10:00, Brian A. Lebrecht
  2. M&A Contract Workshop: Samples, Templates and Real-Life Examples (w/Handouts)
    10:00 - 10:45, Brian A. Lebrecht
  3. Legal Due Diligence: Insight From a Business Contract Attorney
    11:00 - 12:00, Brian A. Lebrecht
    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
  4. Due Diligence of Small Business Operations
    1:00 - 2:00, Gregory H. Taggart
    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
  5. HR Due Diligence: Tips From a Labor and Employment Attorney
    2:00 - 3:00, David C. Castleberry
    1. Employee Practices, Benefits, PTO and Salaries
    2. Payroll and Stock Option Plan Red Flags (and Return)
    3. Commission, Incentive and Profit Sharing Snags
    4. Labor Efficiency, Turnover and Accident Alarms (and Advantages)
  6. Lessons From a Business Valuation Appraiser
    3:15 - 4:30, Peter H. Agrapides
    1. How Closely Held Businesses are Assessed
    2. Economic Condition Analysis: National vs. Regional vs. Local
    3. Standard of Value vs. Premise of Value
    4. Assessing Prospective Future Operating Results and Cash Flow Analysis
    5. Normalization Adjustment Techniques and Tips
    6. Asset-Based vs. Income Statement vs. Market Approaches
    7. Examination of Different Valuation Methods
    8. How to Decipher Valuation Discounts

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

  1. Financing Debt and Equity: Overcoming Obstacles
    9:00 - 10:00, Rustin P. Diehl
  2. Strategically Negotiating the Purchase/Sale Agreement
    10:00 - 11:15, Rustin P. Diehl
    1. Stock vs. Asset Purchase
    2. Purchase Price, Adjustments and Payment Mechanisms
    3. Representations and Warranties - in Detail!
    4. Indemnity; Set Off; Earn Out Provisions; Holdback; Escrow
    5. Employment Agreements/Stay Bonuses
    6. "Anti-Sandbagging" and "Material Adverse Changes" (MAC)
    7. Arbitration, Closing, Consents and Covenants
    8. Ancillary Agreements
    9. Intellectual Property and Intangible Property Protection
  3. Tax Saving Strategies: Structuring Asset and Stock Purchases Advantageously
    11:30 - 12:30, Langdon T. Owen Jr.
    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
  4. Letters of Intent/Term Sheets: Structuring, Drafting and Negotiating
    1:30 - 2:15, Langdon T. Owen Jr.
  5. Pre-Closing, Closing and Post-Closing Considerations and Checklists
    2:30 - 3:30, Langdon T. Owen Jr.
  6. Ethics in Business Acquisitions
    3:30 - 4:30, James W. Stewart
    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

PETER H. AGRAPIDES is the president and principal with Filotimo Capital Consultants, Inc., where his practice focuses primarily on valuations for gift and estate tax planning. Mr. Agrapides is a certified valuation analyst ("CVA") with NACVA. He produces a regular column, the "Case Law Corner," for The Valuation Examiner, which is a national professional development journal published bi-monthly by the National Association of Certified Valuation Analysts ("NACVA"). Mr. Agrapides also produces monthly columns, focused on case law as it relates to the valuation industry, appearing in NACVA's Quick Read and KeyValueData's Case Law Monitor. He currently serves on NACVA's instructor team for "Current Update in Valuations," and is the lead instructor of their "Valuation of Family Limited Partnership" course. Mr. Agrapides also teaches Business Valuation at the graduate level, at Westminster College's Gore School of Business in Salt Lake City, Utah. He is a current member of the editorial board for the Journal of Business Valuation and Economic Loss Analysis, which is published by the Rawls College of Business, Texas Tech University. Mr. Agrapides was elected to NACVA's Valuation Credentialing Board in 2010 (served through 2012). He earned his B.A. degree from the University of Utah and his M.B.A. degree from the Gore School of Business in Salt Lake City, Utah.

DAVID C. CASTLEBERRY is a partner with the law firm of Manning Curtis Bradshaw & Bednar PLLC, where his practice is focused on business and commercial litigation, as well as labor and employment law. In addition to his commercial practice, Mr. Castleberry represents clients in both federal and state court, and before administrative agencies on issues dealing with state and federal employment law claims. He also provides counsel to employers with respect to issues relating to compliance with the ADA, ADEA, FMLA, Title VII, and federal and state wage and hour laws, among others. Mr. Castleberry has been recognized in The Best Lawyers in America for commercial litigation and Mountain States Super Lawyers for employment law and business litigation. He is a past chair for the Litigation Section of the Utah State Bar and is currently an editor on the Utah Bar Journal. Mr. Castleberry is admitted to practice in Utah and Nevada, and before the U.S. Supreme Court, the U.S. District Court for the District of Utah, the U.S. District Court for the District of Nevada, the Tenth Circuit Court of Appeals, the Sixth Circuit Court of Appeals, and the Ninth Circuit Court of Appeals. He earned his B.A. degree from Brigham Young University and his J.D. degree, cum laude, from the J. Reuben Clark Law School at Brigham Young University.

RUSTIN P. DIEHL is an attorney in the advanced planning department at The Burgess Group, where he focuses on advanced financed insurance structures to support business events, asset protection planning and estate planning. He participates in the National Association of Estate Planners, the Utah State Bar's Business and Estate Planning Sections, as well as the Salt Lake Estate Planning Council. As a chair of the Utah State Bar's Business Law Section, Mr. Diehl works on legislation and government relation committees that are active in updating and revising Utah business laws. Mr. Diehl earned his B.A. degree in economics from Utah State University and his J.D. degree from the University of Utah, S.J. Quinney College of Law.

BRIAN A. LEBRECHT is director and shareholder of Clyde Snow & Sessions, PC, where he practices primarily in the areas of corporate finance (including private placements, public offerings, and Securities and Exchange Commission and blue sky compliance), public company disclosure (including '33 Act registrations and '34 Act reporting requirements), and mergers and acquisitions (including asset and stock purchases and restructurings). He also represents individual directors, and boards of directors, with respect to corporate governance, fiduciary duties, internal investigations, and risk management. Mr. Lebrecht practices before the SEC and FINRA on matters involving issuers, broker-dealers, and other service professionals. He has served as a director of both for-profit and non-profit entities, presented at the SEC's Roundtable on Microcap Securities in 2011, and has been active in the corporations and securities law committees of the California and Utah state bars. Mr. Lebrecht earned his B.B.A., M.B.A. and J.D. degrees from the University of San Diego.

LANGDON T. OWEN JR. is a shareholder in the Salt Lake City law firm of Cohne Kinghorn, P.C., where he practices in the areas of corporate law, limited liability company, partnership, business structure and finance, commercial transactions, real estate, estate planning, taxation law, and health care law. He is a frequent speaker to professional groups on topics regarding taxation, estate planning and business, and health law. Mr. Owen has been appointed to the Utah State Bar's Ethics and Discipline Committee. He is a member of the Utah State Bar, American Bar Association, and the American Health Lawyers Association. He earned his A.B. degree, with high distinction, from the University of California at Berkeley and his J.D. degree from the University of Utah.

JAMES W. STEWART is of counsel in the law firm of Smith Hartvigsen, PLLC, where his areas of practice are employment and labor law, business transactional law, commercial litigation, family law, and will and trusts. Mr. Stewart is recognized as a pre-eminent employment lawyer. He represents national, regional and Utah employers. Mr. Stewart advises employers in virtually all areas of employment law and labor law, and frequently defends employers in court litigation. He has been the director of employment law continuing education programs for the Utah State Bar. Mr. Stewart has served as a founding member for the First American Inn of Court. He earned his B.A. degree, magna cum laude, and his M.B.A. and J.D. degrees from Brigham Young University.

GREGORY H. TAGGART is the owner of Taggart Law, LLC, where he practices estate planning, business planning, and firearms law. He is a member of WealthCounsel. He works in Utah and Wyoming and is a member of the Utah State Bar (Business Law and Estate Planning Law sections), the Wyoming State Bar Association (Business Law and Estate Planning, Trust & Probate Law sections), and the American Bar Association (Business Law and Real Property, Trust and Estate Law sections). He attended the University of Wyoming College of Law for two years and received his J.D. degree from Thomas Cooley Law School. He has been an adjunct professor at Brigham Young University since 1998. He has written for various Bloomberg magazines, Wealthmanagement.com, and Institutional Investor, among others.

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

Email: credit@nbi-sems.com

Accreditation Details:

Continuing Legal Education

UT CLE: 12.00 Credit Approval Exp
12/31/2018
Includes - Ethics: 1.00
National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program may qualify for up to 12.0 hours of self-study CLE credit for Utah attorneys, which includes 1.0 hour of ethical considerations.


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