TELESEMINAR: Mergers and Buyouts of Closely Held Businesses, Part 1 – A National Perspective
December 5, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours
Planning and drafting for the sale of a closely held company is unlike the sale of public companies. Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. The companies are often financially structured to benefit a few shareholders, frequently members of a family, and require their financial statements and distribution policies to be normalized. There are can be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial or workplace relationships. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely-held businesses. Part 1 of 2.
- Major considerations in planning and drafting the merger or sale of a closely held company
- Confidentiality considerations in the sale and negotiation process
- How due diligence differs in the closely held companies – financial, operational and workforce red flags
- Types of transactions (stock v. asset) and forms of consideration (cash v. equity v. asset exchanges)
- Valuing profitable companies in illiquid markets
- Use or of “earnouts” to bridge the gap in valuation
Tyler J. Sewell, Morrison & Foerster, LLP, Colorado
Alson R. Martin, Kansas office of Lathrop and Gage, LLP, Overland Park