Multi-Disciplinary Workshop: Achieving the Win-Win Sale of a Closely-Held Business
Presented by Surgent Professional Education
Selling a closely-held business is relatively simple. Realizing maximum upside potential for all parties is not. While a buyer and seller might be able to find one another and negotiate terms on their own, it’s highly likely that those new to the process and not fully briefed will leave money on the table or fall prey to one or more of the many tax, accounting, legal and financial risks that plague these transactions. In order to maximize upside and minimize risk, both purchasers and sellers must take a broad view that encompasses their respective perspectives as well as that of the bank or private equity lender that will fund the transaction and the legal and financial advisors who will vet and structure the deal. In this session you’ll hear from a multi-disciplinary all-star panel with combined experience on thousands of successful deals. You’ll come away with a deeper understanding of the process and the critical considerations from pre-sale preparation through post-closing adjustments.
Key topics include:
- Day-to-day best practices for any going concern that wants to be attractive for purchase when the time comes
- The private equity company perspective: Buy-side and sell-side
- Other options for funding the deal
- Pre-transaction due diligence: Value enhancers, quality of earnings, scrubbing earnings and outstanding tax issues
- Legal issues: Due diligence, preparedness, deal structure and protections in agreement
- Transaction insurance
- Post deal issues: Working capital true-up, contingent consideration, post-closing adjustments and litigation provisions
- Common ways deals get derailed
Content contributed by attorneys of Troutman Sanders LLP and Pepper Hamilton LLP prior to July 1, 2020, is included here, together with content contributed by attorneys of Troutman Pepper (the combined entity) after the merger date.