Buying or Selling a Small- to Medium-sized Business How to Get the Best Deal For Your Client
There are a myriad of business, financial, legal, and other important aspects of selling and buying a business, from valuation techniques, to financing methods, to tax complications and beyond. Transactions involving small- and medium-sized businesses can present unique challenges in “getting closed”, as compared to larger deals, in part and often due to the circumstances and expectations of the players and the condition of the target business.
In this webinar, our panel of skilled leaders in their fields will guide listeners through the process and unique challenges of buying or selling a small- to medium-sized business. They will help ensure that legal and financial complications are avoided by identifying the most critical aspects for Purchasers and Sellers in this context. Our panel of speakers includes nationally-known mergers and acquisitions attorneys who will discuss:
- The Purchase Agreement, stripped to its essentials
- Signing and closing mechanics
- The “Rule 10b-5 Rep”
- Bridging the gap on valuation and risk expectations:
- Seller Notes/Holdbacks
- Setoff Rights
- R&W Insurance Policies
- Earnouts - What they are, their Rationale, Measurement Criteria and Frequency of Use
- Seller's Need to Protect the Earnout from Post-Sale Actions of the Buyer
- Operational Covenants and Examples
- Contractual Adjustments to Financial Metrics
- Acceleration Events
- Distress Deals - Sales of Assets of Insolvent or Financially-Troubled Companies
- Bankruptcy Code Section 363 Sales
- Assignments for Benefit of Creditors
- Bulk Sales
- UCC-1 Sales by a Secured Lender
Miller & Martin PLLC
- Stripping Down the Purchase Agreement
- Earnouts, Seller Notes/Holdback, Setoff Rights
- R&W Insurance Policies
Miles & Stockbridge P.C.
- Earn-outs generally – what they are, their rationale, measurement criteria and frequency of use.
- Seller’s need to protect the earn-out from post-sale actions of the Buyer.
- Buyer cannot rely on implied covenants of good faith and fair dealing.
- Operational covenants and examples.
- Contractual adjustments to financial metrics and examples.
- Acceleration events and examples.
Shulman Hodges & Bastian LLP
- Primary vehicles to consummate sales of assets of insolvent or financially troubled company:
- Bankruptcy Code Section 363 Sale
- Assignment for Benefit of Creditors
- Bulk Sale
- UCC-1 sale by secured lender
- 363 Sale
- Free and clear of liens and claims (free of liens if lien paid, consent of lender or lien subject to bona fide dispute)
- Likely subject to overbid
- Break-up fee protection
- Adequacy of notice
- As is/where is/with all faults
- ABC Sale
- No court order
- Consent of lien holders required or payment in full
- Other aspects similar to 363 sale
- Possible exposure to fraudulent transfer of successor liability claims
- Bulk Sale
- Not as common today as 10-15 years ago
- Notice required
- Only applicable to certain types of sale
- Protection from claims of unsecured creditors
- Secured creditor consent or payment in full required
- UCC sale
- Secured creditor remedy –commercially reasonable standard more lax than required under other vehicles
- Free and clear of junior liens and unsecured claims
- Auction not required
- Concerns re “Friendly Foreclosure”
Who Should Attend:
- Corporate and Business Attorneys
- Real Estate Attorneys
- General Practitioners
- Certified Public Accountants
- Tax Specialists
- Chief Financial Officers
- Presidents, Vice Presidents
- Chief Executive Officers
- Chief Financial Officers
- SME Buyers and Sellers
- Merger & Acquisition Specialists
- Real Estate Agents and Brokers
David Spiller works with buyers and sellers in business mergers and acquisitions; companies and investors in capitalizations and financings, including venture capital financings; and businesses in the licensing and distribution of products, including intellectual properties. In addition, he advises public companies on periodic securities filings and other securities laws issues. His clients span many industries, and their transactions range widely in size and often involve national and multi-national operations. He joined Miller & Martin after practicing in Austin, Texas with the Supreme Court of Texas and with the firm Graves, Dougherty, Hearon & Moody.
David’s mergers and acquisitions practice has largely focused on lower middle-market transactions less than $50,000,000 in consideration value. He has very broad experience working with private equity funds and fundless sponsors in the lower middle-market platform acquisitions and roll-ups, as well as full exits and partial divestitures. Additionally, he has represented a variety of small, often family-held businesses in charge of control events, as well as publicly-held and other large companies in strategic acquisitions, joint ventures and other business combinations.
David Spiller works with buyers and sellers in business mergers and acquisitions; companies and investors in capitalizations and financings, including …
Robert M. Cattaneo represents businesses in corporate matters, including mergers and acquisitions, financings, corporate governance and securities compliance. Bob has extensive experience in domestic and multinational merger and acquisition transactions in a variety of industries. He represents strategic clients in the acquisition and divestiture of business units and in the acquisition of publicly held and privately owned companies. He also represents privately held businesses in their sale to strategic and financial acquirers. Bob is a co-chairman of the firm’s Securities and Mergers and Acquisitions practice area team and a former co-chairman of its Business Department. He also serves as the North American co-chairman of the Mergers and Acquisitions Practice Group of TerraLex, a network of 155 law firms located in over 100 countries. Bob received his B.A from the University of Pennsylvania and his J.D. from the University of Pittsburgh.
Robert M. Cattaneo represents businesses in corporate matters, including mergers and acquisitions, financings, corporate governance and securities compliance. Bob has …
James C. Bastian, Jr. is a partner with the Irvine based law firm, Shulman Hodges & Bastian LLP. Mr. Bastian heads the Firm’s Bankruptcy and Reorganization practice area. He is Peer Review rated AV Preeminent by Martindale-Hubbell.
Mr. Bastian joined the Firm in 1995 after serving as a judicial law clerk for one year to the Honorable Kathleen T. Lax, United States Bankruptcy Judge for the Central District of California. Mr. Bastian received a B.A. in Political Science from UCLA in 1991 and his J.D. from Southwestern University School of Law in 1994.
Mr. Bastian has represented buyers and sellers in dozens of purchase and sale transactions primarily involving businesses that are in financial distress through bankruptcy proceedings, out of court workouts, assignments for the benefit of creditors and UCC foreclosure sales. The businesses at the center of these transactions have come from a variety of industries including manufacturing, retail, telecommunications, internet service providers, energy, construction, transportation, automotive and high tech, among others. Last year, Mr. Bastian represented a large Chinese manufacturer as the purchaser of substantially all the assets of Satcon Technology, a large solar inverter distributor, through a bankruptcy proceeding in Delaware. While based primarily in Southern California, Mr. Bastian has represented parties in every district in the State of California and has been specially admitted to represent parties in over ten additional jurisdictions nationwide.
James C. Bastian, Jr. is a partner with the Irvine based law firm, Shulman Hodges & Bastian LLP. Mr. Bastian …
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About Miller & Martin PLLC
Since 1867, Miller & Martin PLLC has helped businesses and individuals achieve their goals practically and efficiently. Today, we are a leading Southeastern law firm with attorneys in three offices that practice in more than 35 areas of law. Our clients range from individuals to multi-national corporations. To meet the needs of this diverse client base, our attorneys dedicate themselves to understanding the unique issues facing each client. As a full-service firm with multiple practice groups, we can address virtually any legal challenge.
Miller & Martin has grown as its clients have prospered. Many early clients, such as the original bottler of Coca-Cola, have evolved from local concerns into global enterprises. We understand that the experience we have gained in serving our clients is our greatest resource. Our attorneys draw on that experience to serve clients locally, nationally and globally.
Because today's complex legal environment demands lawyers with real expertise, the firm is organized into practice and industry groups. These groups help foster the continuous professional development of attorneys and staff. In addition, our attorneys belong to many organizations in order to further their professional development, including state and national bar associations, the American College of Trial Lawyers, the International Association of Defense Counsel, the Defense Research Institute and the American Inns of Court, to name a few.
Miller & Martin is a member of the World Law Group, an international network of law firms from over 50 different countries. This affiliation allows us to access legal services worldwide and enhance our ability to handle every aspect of our clients' business and legal needs, wherever they are needed.
About Miles & Stockbridge P.C.
Miles & Stockbridge is a leading law firm with more than 225 lawyers and offices across Maryland and in Washington, D.C. and Northern Virginia. The firm represents businesses of various sizes, from national and global Fortune 500 companies to local and emerging businesses. The firm’s comprehensive experience covers 120 practice areas and 16 industry groups, including manufacturing & distribution, real estate and finance & capital markets. Mergers and acquisitions is one of the firm’s largest and most sophisticated practices and its mergers and acquisitions group routinely handles complex domestic and multinational mergers, acquisitions, and divestitures and related financing, corporate structuring and tax planning.
About Shulman Hodges & Bastian LLP
Shulman Hodges & Bastian LLP is a California-based business law firm where full service is not just a slogan, it is a comprehensive approach to law that has yielded results for numerous businesses and individuals. Our attorneys are prepared to handle the full range of legal problems you may face, from routine transactions to urgent legal crises.
You should not have to search for the right law firm every time a legal problem arises. The right law firm is equipped to address all of your legal needs. For businesses and individuals throughout California and the United States, we are that law firm.
We take a direct and personal interest in our clients' cases, working with them personally to chart a course to a successful outcome. As our client, you will never have to wonder who is working on your case and how to get in touch with your attorney. Personal, attentive service is a hallmark of our practice.