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Buying or Selling a Small Business
Tuesday, December 11, 2012
- Location -
New York State Nurses Association
11 Cornell Road
Latham, NY 12110
(518) 782-9400
Description
6.5 Total
Credits: 3.0 Skills and 3.5 Law Practice Management/Professional Skills
for all attorneys
C an’t
Attend in Person?
This program offers a simultaneous
live webcast option allowing you to “attend” the program
from the convenience of your office.
NOTE: Newly admitted attorneys (less than twenty-four months) must
attend the program in person to receive New York MCLE credit.
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)
9:00-9:05 a.m.
I. Welcome and Introduction
9:05-9:35
II. General Overview
A. Asset vs. stock
acquisitions
B. Choice of
entity
C. Distressed sales – buying businesses out of
bankruptcy
D. Special
situations
E. Taxable stock
purchases
F. Taxable asset
purchases
G. Tax-free
transactions
H. Earnout
payments
I. IRS §338(h)(10)
election
J. State tax considerations
9:35-10:30
III. 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
10:30-10:40 Coffee Break
10:40-11:30
IV. Accounting Issues
A. Review of financial
statements
B. Off-balance sheet
issues
C. Pro
formas
D.
GAAP
E. Special issues
11:30-12:15 p.m.
V. Valuing the Business
A. Going concern value – different
appraisal methodologies
B. Special purpose
value
C. Liquidation value
12:15-1:15
LUNCH (on your own)
1:15-2:30
VI. 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
L. Ancillary Documents
2:30-3:15
VII. Business Considerations and
Economics
A.
Financing
B. Business
Modeling
C. General business considerations common to most
acquisitions
A. Different business and tax considerations when
representing buyers and sellers
3:15-3:30
Coffee/Soft Drink Break
3:30-4:30
VIII. Financing the
Acquisition
B. Finding the business to buy – use of
investment bankers/business brokers
A. Government
financing
B. Banks or other commercial
lenders
C. Deferred payments to seller
4:30 p.m.
ADJOURNMENT
Program
Faculty
David L. Evans, Esq. (Chair
and Moderator)
Martin, Shudt, Wallace, DiLorenzo, & Johnson
Troy
Christopher M. Cannuciari, MBA CPA
Arthur Place
& Company, P.C.
Albany
David E. Daniels, Esq.
Daniels, Porco and Lusardi, LLP
Pawling
Phil Engborg
Vice President, Business Banking Group
M&T Bank
Albany
Anthony P. Fazzone, CFA, ASA
Managing Director
Spectrum Consulting Partners, LLC
Albany and New York City
Seth D. Finkell, Esq.
Lemery Greisler LLC
Albany
Keith M. Goldstein, Esq.
Lavelle & Finn, LLP
Albany
David R. Juneau, Esq.
McNamee, Lochner, Titus &
Williams, P.C.
Albany
Philip J.Vecchio, Esq., CPA
Philip J. Vecchio, P.C.
East Greenbush
Steve Willard
Senior Vice President of NYBDC
(New York Business Development Corp.)
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 the South/West Take Thruway to Exit 24 - Northway (I-87) Take the
Northway (I-87 North) to Exit 6 Make left on to Rt. 7 (Troy-Schenectady
Road) Follow approximately 2-3 miles, until you see Wendy's on your left
Turn left at Wendy's onto British-American Blvd. Follow for ¼ mile
to Cornell Road Make a Right onto Cornell NYS Nurses Association is 3rd
driveway on right, before the cul-de-sac From the North Take the
Northway (I-87) to Exit 6 Turn right onto Rt. 7 (Troy-Schenectady Road)
Follow approximately 2-3 miles, until you see Wendy's on your left Turn
left at Wendy's British-American Blvd. Follow for ¼ mile to Cornell
Road Make a Right onto Cornell NYS Nurses Association is 3rd driveway on
right, before the cul-de-sac From the East 1-90 to the end - follow
signs to I-87 North Take Exit 6 Turn left onto Rt. 7 (Troy-Schenectady
Road) Follow approximately 2-3 miles, until you see Wendy's on your left
Turn left at Wendy's British-American Blvd. Follow for ¼ mile to
Cornell Road Make a Right onto Cornell NYS Nurses Association is 3rd
driveway on right, before the cul-de-sac PARKING IS NOT PERMITTED ON
CORNELL ROAD, GRASSY AREAS OR IN EMERGENCY ZONES IN FRONT OF THE
BUILDING.
The last day to pre-register online was December 10, 2012.
Members, please login to get member discounts.
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ALB-Registration
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$165.00
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Webcast Registration
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$165.00
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| Seminar |
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ALB-Registration
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$265.00
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Webcast Registration
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$265.00
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| Seminar |
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ALB-Registration
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$60.00
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Webcast Registration
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$60.00
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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.
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