Agenda / Content Covered

All times are shown in Eastern time.

1. Vital First Steps of an Acquisition
   9:00 - 10:00, Bradley W. Miller
   1. Drafting a Teaser Summary
   2. Creating a Non-Disclosure Agreement
   3. Drafting the Letter of Intent (LOI)
   4. Conducting Due Diligence - Assembling a Team of Experts and Due Diligence Request Lists
2. Traditional and Alternative Financing Options
   10:00 - 11:00, Joseph S. Streb
3. Business Valuation: What You Need to Know
   11:15 - 12:15, Drew A. Pinta
   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
   1:15 - 2:15, Joseph S. Streb
   1. Tax Efficient Structures
   2. Taxable, Tax-Free and Tax-Deferred Transactions
   3. Mitigating Tax Liability
   4. Tax Evasion vs. Tax Avoidance
5. Structuring and Drafting the Acquisition Agreement
   2:30 - 3:30, Steven Franckhauser
   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, Bradley W. Miller
   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

Accreditation Details:

STEVEN FRANCKHAUSER, is Chief Legal Officer at Bertison-George, LLC, with offices in Orlando, Florida and Columbus, Ohio. Over the course of his diverse legal career, Mr. Franckhauser has litigated several jury trials, crafted and negotiated contracts with public and private entities in all 50 states as well as several foreign countries, arbitrated disputes for FINRA and acted as general counsel and corporate secretary for top sixty professional services firms. Mr. Franckhauser currently focuses his efforts on data privacy and cyber security with emphasis on the contractual terms and conditions for supply chain data risk management. He is an adjunct professor of law at the Duquesne University School of Law and the Pennsylvania State University where he has taught information privacy and security in the College of Information Science and Technology. Mr. Franckhauser serves on various industry-related organizations boards, is a frequent lecturer and speaker on cyber security, data privacy and contractual best practices. He is a trained and experienced, arbitrator, mediator and business counselor. Mr. Franckhauser earned his B.A. degree from The Ohio State University and J.D. degree from the Duquesne University School of Law.

BRADLEY W. MILLER is the managing member of Miller Law LLC, where he focuses his practice on transactional business law for small and mid - sized businesses. He has experience in business planning, small business M&A, and advising franchisees. He regularly speaks on law practice management, business law, and ethics. Mr. Miller is a member of the Ohio State Bar Association (past-chair of the Young Lawyers Section Council, LLC Subcommittee of the Corporation Law Committee, Solo, Small Firm, & General Practice Section Council) and the Columbus Bar Association (chair of the Solo/Small Firm Committee). He is currently the coordinator of the CBA’s legal practice lab program, providing practical practice management advice to lawyers starting their own law firms, and hosts the New Modern Lawyer podcast to help lawyers run the business side of their practices. Mr. Miller earned his B.A. degree from The Ohio State University and J.D. degree from Capital University Law School.

DREW A. PINTA is an attorney with Carlile Patchen & Murphy LLP where he represents business entities in planning, transactions and business services. He also works closely with individuals and business owners handling complex estate, tax and business succession planning matters. Mr. Pinta received his B.A. degree in political science, with a minor in spanish, from Miami University, and his J.D. degree from The Ohio State University Moritz College of Law. While attending law school, he served as a senator on the Student Bar Association and President of the Business Law Society. As an editor of the Ohio State Business Law Journal, he was awarded 3L Editor of the Semester in 2018. Mr. Pinta is active in the Columbus Bar Association and is a member of the Ohio State Bar Association.

JOSEPH S. STREB is a sole practitioner in Columbus. For many years, he has represented small and medium sized business, especially in the construction industry, and he works as a litigator in both state and federal courts. Mr. Streb is the author of newspaper and magazine articles, scholarly articles in law and media studies, and literary works. He is a member of the Ohio State and Columbus bar associations and is admitted to practice before the Ohio State Supreme Court, U.S. District Court, U.S. Court of Appeals, U.S. Tax Court, and U.S. Supreme Court. Mr. Streb earned his undergraduate degree, master's degree, and doctoral degree from The Ohio State University; and his Juris Doctorate degree from Capital University Law School.