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THE NEW YORK
BAR FOUNDATION

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Buying or Selling a Small Business

Wednesday, December 5, 2012

- Location -
Affinia Manhattan
371 Seventh Avenue At 31st Street
New York, NY 10001-3984
(212) 563-1800

Description

6.5 Total Credits: 3.0 Skills and 3.5 Law Practice Management/Professional Skills for all attorneys

NEW! Electronic Online Course Materials Debut this Fall!

Click here for more details!

Buying or selling a business is never easy. Our current economic conditions certainly compound the task. In addition to tax, drafting and negotiating issues, buyers and sellers are confronted by valuation, financing and liability concerns.

This basic-to-intermediate level program will highlight the most important tax, business, valuation, accounting and financing considerations arising in connection with the sale and purchase of a small business. In addition, the speakers will address other specific problems that may arise, such as real estate, environmental and intellectual property issues. Throughout the program, the faculty will address the techniques, practicalities and climate of the actual negotiating of agreements and the drafting of documents.

Program Agenda

8:30-9:00 a.m.
REGISTRATION (outside meeting room)

9:00-9:15 a.m.
I. Welcome and Introduction

9:15-9:45
II. General Overview
      A. Different business and tax considerations when representing buyers and sellers
      B. Finding the business to buy – use of investment bankers/business brokers
      C. General business considerations common to most acquisitions
      D. Asset vs. stock acquisitions
      E. Choice of entity
      F. Distressed sales – buying businesses out of bankruptcy
      G. Special situations

9:45-10:20
III. Tax and Business Considerations in Structuring Acquisitions
      A. Taxable stock purchases
      B. Taxable asset purchases
      C. Tax-free transactions
      D. Earnout payments
      E. IRS §338(h)(10) election
      F. State tax considerations

10:20-10:30 Coffee Break

10:30-11:05
IV. Valuing the Business
      A. Going concern value – different appraisal methodologies
      B. Special purpose value
      C. Liquidation value

11:05-11:45
V. Accounting Issues
      A. Review of financial statements
      B. Off-balance sheet issues
      C. Pro formas
      D. GAAP
      E. Special issues

11:45-12:30 p.m.
VI. Negotiating the Acquisition and Drafting the Acquisition Documents
      A. Negotiating strategies
      B. Letter of intent and confidentiality agreement
      C. Drafting responsibility
      D. Drafting techniques
      E. Sample documents – customary provisions

12:30-1:45
LUNCH (on your own)

1:45-2:30
VII. Selected Issues in Acquisition Negotiations and Documents
      A. Due diligence
      B. Representations and warranties
      C. Sales tax “bulk sales” notice
      D. Security for payment / subordination
      E. Tax and other liens
      F. Restrictive covenants
      G. Third party consents
      H. Indemnification
      I. Minority owners and dissenters’ rights
      J. Escrow mechanisms
      K. Legal opinions

2:30-3:05
VIII. Real Estate, Environmental and Intellectual Property Issues
      A. Title considerations
      B. Lease vs. purchase
      C. Environmental concerns
      D. Intellectual property matters

3:05-3:15
Coffee/Soft Drink Break

3:15-3:45
IX. Financing the Acquisition
      A. Government financing
      B. Banks or other commercial lenders
      C. Deferred payments to seller

3:45-4:30
X. Ancillary Documents
      A. Promissory notes
      B. Guarantys
      C. Security and stock/membership interest pledge agreements
      D. Mortgages
      E. Assignments of leases
      F. Employment and consulting agreements
      G. Opinions of counsel

4:30 p.m.
ADJOURNMENT

Program Chair

Joshua S. Levine, Esq.
Danziger & Markhoff, LLP
White Plains

Program Speakers

Barbara Bel, CPA
O’Connor Davies LLP
Harrison

Edward A. Berlin, Esq.
Edward A. Berlin PLLC
White Plains

Christopher Bruschi
Senior Business Banking Relationship Manager
KeyBank
Tarrytown

George Choriatis, Esq.
Rivkin Radler LLP
Uniondale

Maureen Crush, Esq.
de Ramon Crush PC
Fishkill

David E Daniels, Esq.
Daniels, Porco and Lusardi, LLP
Pawling

David P. Gesser, Esq.
Danziger & Markhoff LLP
White Plains

Gary Karlitz, CPA, ABV, CBA, ASA,
Citrin Cooperman & Company, LLP
New York and White Plains

John P. Kraljic, Esq.
Garfunkel Wild, P.C.
Great Neck

Fredrick Swint
Senior SBA Specialist
KeyBank
Tarrytown

ELECTRONIC COURSE MATERIALS

New this fall!

All program materials will be distributed exclusively online in searchable PDF format, allowing attendees more flexibility in storing this information and allowing you to copy and paste relevant portions of the materials for specific use in your practice. A CLE NotePad © (paper) will be provided to all attendees at the live program site. The CLE NotePad © includes lined pages for taking notes on each topic, as well as any PowerPoint presentations submitted prior to printing.

Prior to a scheduled program date, all registrants will receive an email message containing a hyperlink that when clicked will provide you with access to the complete course materials in a searchable PDF format which can be downloaded to your computer using the “Save As” option under your “File” tab. Printing the complete materials is not required for attending the program. Online materials are updated periodically to reflect last minute submissions from program faculty, guaranteeing that you will always have the latest version of the materials.

Traditional printed course books may be ordered at the program site for a discounted price and will be shipped subsequent to the program.

Directions

From Long Island: Take I-495 WEST to MIDTOWN TUNNEL. Go through toll and Enter LEFT TUBE in Midtown Tunnel. Exit Tunnel and stay in LANE. Go LEFT toward Downtown. Turn RIGHT onto E 35TH ST – go STRAIGHT to 7TH AVE. Turn LEFT onto 7TH AVE. Follow to 31st & 7th Hotel is on East side of 7th Ave. From Connecticut: Merge onto I-95 S (Portions toll) (Crossing into NEW YORK). Keep LEFT to take I-278 W via EXIT 6B toward TRIBORO BR. Take the exit toward RANDALLS-WARDS IS MANHATTAN / FDR DRIVE. Stay STRAIGHT to go onto TRIBOROUGH BRIDGE (Portions toll). Merge onto FDR DR S. Take EXIT 8 toward I-495 / MIDTOWN TUN / E 34 ST. Stay STRAIGHT to go onto FDR DR SERVICE RD W. Turn RIGHT onto E 37TH ST. Turn LEFT onto PARK AVE. Turn RIGHT onto E 35TH ST. Turn LEFT onto 7TH AVE. Follow to 31st & 7th. Hotel is on East side of 7th Ave. From New Jersey: Take the N.J. TURNPIKE ramp toward NEW YORK AND NORTH. Merge onto I-95 N / NEW JERSEY TURNPIKE N toward CARS / TRUCKS-BUSES (Portions toll). Keep RIGHT to take I-95 N / NEW JERSEY TURNPIKE N toward I-80 / EXITS 15E - 18E / US-46 / INCOLN TUNNEL (Portions toll). Take EXIT 16E toward LINCOLN TUNNEL / NEW YORK CITY. Keep LEFT to take NJ-495 E toward LINCOLN TUNNEL (Portions toll) (Crossing into NEW YORK). NJ-495 E becomes I-495 E / LINCOLN TUNNEL. Take the exit on the LEFT toward I-495 E / 42 ST / RT-9A / ALL POINTS. Stay STRAIGHT to go onto DYER AVE. Turn RIGHT onto W 40TH ST. Turn RIGHT onto 9TH AVE. Turn LEFT onto W 38TH ST. Turn RIGHT onto 7TH AVE. Follow to 31st & 7th. Hotel is on East side of 7th Ave. From JFK: Start out going SOUTHEAST, Turn SLIGHT LEFT to take the ramp toward AIRPORT EXIT / OTHER TERMINALS. Stay STRAIGHT to go onto JFK EXPY. Merge onto I-678 N / VAN WYCK EXPY toward AIRPORT EXIT / RETURN TO TERMINALS / LONG TERM PARKING / RENTAL CAR RETURNS. Merge onto GRAND CENTRAL PKWY W via EXIT 10 on the LEFT toward LA GUARDIA AIRPORT / TRIBORO BR. Take the I-495 / LONG IS EXPWY exit- EXIT 10E-W- toward EASTERN LONG IS / MANHATTAN. Merge onto I-495 W via EXIT 10W on the LEFT (Portions toll). Take I-495 WEST to MIDTOWN TUNNEL. Go through toll and Enter LEFT TUBE in Midtown Tunnel. Exit Tunnel and stay in LANE. Go LEFT toward Downtown. Turn RIGHT onto E 35TH ST – go STRAIGHT to 7TH AVE. Turn LEFT onto 7TH AVE. Follow to 31st & 7th. Hotel is on East side of 7th Ave. From LaGuardia: Start out going NORTHEAST on LA GUARDIA RD. Turn SLIGHT LEFT toward TERMINAL A / MARINE AIR TERMINAL / RENTAL CAR RETURNS. Turn SLIGHT LEFT onto CENTRAL TERMINAL DR.Take the AIRPORT EXIT ramp. Merge onto GRAND CENTRAL PKWY W toward MANHATTAN. Take the BKLYN-QNS EXPWY exit- EXIT 4- toward STATEN ISLAND / I-278 W. Merge onto BROOKLYN QUEENS EXPY E. Merge onto I-278 W / BROOKLYN QUEENS EXPY. Take the L.I. EXPWY / I-495 exit- EXIT 35- toward MIDTOWN TUN / EASTERN L.I. / GREENPOINT AVE. Merge onto I-495 W via EXIT 35W on the LEFT toward MIDTOWN TUN / MANHATTAN (Portions toll). Take I-495 WEST to MIDTOWN TUNNEL. Go through toll and Enter LEFT TUBE in Midtown Tunnel. Exit Tunnel and stay in LANE. Go LEFT toward Downtown. Turn RIGHT onto E 35TH ST – go STRAIGHT to 7TH AVE. Turn LEFT onto 7TH AVE. Follow to 31st & 7th. Hotel is on East side of 7th Ave. From Newark: Take the N.J. TURNPIKE ramp toward NEW YORK AND NORTH. Merge onto I-95 N / NEW JERSEY TURNPIKE N toward CARS / TRUCKS-BUSES (Portions toll). Keep RIGHT to take I-95 N / NEW JERSEY TURNPIKE N toward I-80 / EXITS 15E - 18E / US-46 / LINCOLN TUNNEL (Portions toll). Take EXIT 16E toward LINCOLN TUNNEL / NEW YORK CITY. Keep LEFT to take NJ-495 E toward LINCOLN TUNNEL (Portions toll) (Crossing into NEW YORK). NJ-495 E becomes I-495 E / LINCOLN TUNNEL. Take the exit on the LEFT toward I-495 E / 42 ST / RT-9A / ALL POINTS. Stay STRAIGHT to go onto DYER AVE. Turn RIGHT onto W 40TH ST. Turn RIGHT onto 9TH AVE. Turn LEFT onto W 38TH ST. Turn RIGHT onto 7TH AVE. Follow to 31st & 7th. Hotel is on East side of 7th Ave.

The last day to pre-register online was December 4, 2012.

Members, please login to get member discounts.

Pricing Information for Member


Seminar

NYC-Registration	$165.00

Pricing Information for Non Member


Seminar

NYC-Registration	$265.00

Pricing Information for Student Member


Seminar

NYC-Registration	$60.00

Accommodations for Persons with Disabilities:
NYSBA welcomes participation by individuals with disabilities. NYSBA is committed to complying with all applicable laws that prohibit discrimination against individuals on the basis of disability in the full and equal enjoyment of its goods, services, programs, activities, facilities, privileges, advantages, or accommodations. To request auxiliary aids or services or if you have any questions regarding accessibility, please contact Cindy O'Brien at 800-582-2452 or cobrien@nysba.org.