This comprehensive, stand-alone publication is direct from an April 2017 seminar, cosponsored with the Business Law Section of the Virginia State Bar.
There was a time when most company founders insisted that they would never sell their company. Today, most business owners expect and even design their business plans for growth and an eventual exit. As seller’s counsel, you may have represented the target business for years or just received a referral to handle the deal. The seller may be experienced with mergers and acquisitions or may be facing his or her first deal. How early are you to the process? Has your client hired an investment banker to help auction the company or is a preemptive buyer already identified? Will the founder or key people go along with the deal or retire? Are there international, intellectual property, antitrust, or other unique issues involved?
In a private company sale, seller’s counsel must help the client navigate many areas of law, accounting, and business, from due diligence, to confidentiality agreements and letters of intent, to working capital adjustments and earn outs, to tax planning, indemnification risk, and beyond. The “best” sale process and deal terms will depend on the seller’s objectives, ownership, strengths and weaknesses, industry, market timing, and many other factors. An M&A process is often more art than science, especially in a rapidly changing economy where business models are as varied as the types of buyers looking to buy companies.
Topics covered at the 2017 seminar include:
- Finding the “Best” Buyer
- Reverse Due Diligence
- Structuring the Transaction
- Anatomy of the Purchase Agreement
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