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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, December 6, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will discuss how to advise sellers at each stage of the M&A process to ensure a successful transaction. The panel will address initial planning to prepare a business for sale, strategies for preliminary discussions with a buyer as well as negotiating strategies for the transaction documents, and how to provide and manage the due diligence process as well as key factors to consider post-closing.

Faculty

Susan Markey
Partner
Maslon LLP

Ms. Markey represents clients in general corporate, taxation, and nonprofit matters. She draws from a diverse background in government, accounting, and law to serve as a holistic business advisor, and strongly believes that tax and corporate advice should be both easy to understand and practical. Ms. Markey regularly counsels clients on mergers and acquisitions, business formation, joint ventures, and general corporate matters. She also frequently assists clients with tax controversies, audits, appeals, planning, and structuring, as well as researching tax law and drafting legal appeals and memoranda. Ms. Markey regularly writes and presents on corporate topics and most recently presented seminars on ownership disputes in closely held businesses, advanced tax strategies for M&A deals, and strategic risk assessment for complex commercial transactions.

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Terri Krivosha
Partner
Maslon LLP

Ms. Krivosha, business attorney and mediator, enjoys nothing more than helping shareholders, family business owners, and companies buy or sell businesses or solve their legal problems—the more complicated, the better. She loves helping clients and parties to a mediation resolve conflict. After years of experience with a wide array of commercial transactions and businesses, Ms. Krivosha is now focusing her practice on M&A, restructurings and shareholder business divorces, and mediation of commercial disputes.

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Description

Preparing a business for sale is a fulsome process that requires careful preparation and attention by the seller to both legal and business considerations at each stage of the transaction. Specifically, a seller must ensure that its business matters are well organized and are in order, records are well-maintained, and financials are accurately represented. Failure to properly attend to these can lead to various challenges, complications, and delays both during the pendency of the M&A transaction and potentially thereafter.

For business owners considering an M&A transaction as exit, it is critical to find the right buyer, and limit liability after closing. For an M&A transaction where the seller will roll over some of its equity to the buyer or remain as an employee of the buyer for a period or where there is an earnout as part of the transaction, the seller must make sure it has negotiated proper parameters for the integration of the entities and the involvement of the seller in the business after closing. No matter whether or not the seller will be involved in the business going forward, the seller is well served by identifying its goals prior to beginning a transaction and then evaluating potential buyers to see whether a potential acquirer aligns with their goals.

By conducting a comprehensive review of the business and addressing legal risks, a seller can enhance the value of the business and increase the chances of a successful sale while safeguarding their interests along the way.

Listen as our authoritative panel explores the most important considerations for sellers at each stage of the M&A process. The panel will highlight the legal and business aspects that demand attention throughout the process.

Outline

  1. Pre-sale: preparing a business for a potential sale
    1. Getting the transaction team in place
    2. Develop goals for the potential sale
    3. Review financial, governance, corporate, and tax records
    4. Review contracts
    5. Consider how best to manage and organize due diligence review
  2. Sale process
    1. Preliminary discussions and diligence
    2. Letters of intent
    3. Purchase agreement negotiations
    4. Closing
  3. Post-closing factors and considerations

Benefits

The panel will address these and other key issues:

  • What are the early preparations sellers should make to get ready for a potential sale or acquisition?
  • What are the key business and legal considerations during the sale process?
  • What are the key post-closing factors that need to be considered?