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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.
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NYC-Registration
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$165.00
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NYC-Registration
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$265.00
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NYC-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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