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Live Webinar

90-minute live streaming program
  • September 30
  • 1:00 - 2:30 pm EST

Also available as:

OnDemand Course

Selling Your Business: Negotiating Terms and Offers

September 30

Gain a better understanding of how to negotiate agreements and better position your business for a sale as well as post-sale considerations.

This topic will cover the life of a sale of a business transaction including steps you can take to prepare your business for sale, an overview of a business sale transaction, and common post-closing disputes. The material will review typical sources of friction in business sale transactions and affirmative actions that can be taken to ensure a smooth closing. Discussion of common post-closing disputes will highlight the importance of carefully negotiating and drafting key sale terms. This topic will be valuable for business owners, officers, managers, and advisors who want to position a business and its stakeholders for a successful sale process.

Learning Objectives

  • You will be able to discuss ancillary agreements, promissory notes, security agreement/stock pledge agreements, and employment agreements with restrictive covenants.
  • You will be able to recognize indemnification claims/successor liability for pre-closing liability.
  • You will be able to identify common sources of friction and reasons why they fall apart.
  • You will be able to describe minimizing business risk, robust compliance/quality control procedures, protecting company assets, and having insurance in place prior to a sale.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Preparing to Sell Your Business
  • Recordkeeping and Organization
  • Maximizing Business Value
  • Minimizing Business Risk – Robust Compliance/Quality Control Procedures, Protecting Company Assets, and Having Insurance in Place Prior to a Sale
  • Assembling the Right Team – CPA, Attorney, Seller's Broker, IT Specialist
  • Finding the Right Buyer – Internal vs. External Buyers; Company Ethos
  • Messaging to Employees
The Life of an M&A Transaction
  • Quick Overview of Transaction Process
  • Early Negotiations – Non-Disclosure Agreements, Letters of Intent and Key Terms, Begin Due Diligence
  • Deal Structure – Asset Transaction, Stock Transaction, Merger
  • Ancillary Agreements – Promissory Note, Security Agreement/Stock Pledge Agreement, Employment Agreements With Restrictive Covenants
  • Common Sources of Friction and Reasons Why They Fall Apart
  • Ensuring a Successful Closing
Post-Closing Litigation and Disputes
  • Breach of Representation or Warranty in Deal Documents
  • Failure to Pay Purchase Price
  • Failure to Properly Secure, Insure or Protect Collateral
  • Exodus of Customer Base or Employees Post-Closing
  • Trade Secret/Intellectual Property Misappropriation or Violation of Restrictive Covenants
  • Indemnification Claims/Successor Liability for Pre-Closing Liability
  • Post-Closing Cooperation Covenants
Questions and Answers
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More Program Information

Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on October 19, 2017.

Call 1-866-352-9540 for further credit information.

No Credit Available

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

Live Webinar Registration

  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.5
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.5 CLE credit(s).
     
  • HI CLE 1.5
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.5 CLE credit hours.
     
  • IL CLE 1.5
     
  • This course was approved for a total of 1.5 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.5
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit under M. Bar R. 12.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 90 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • NV CLE 1.5
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.5 CLE hours.
     
  • PA CLE 1.5
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • VT CLE 1.5
     
  • This program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hours of CLE credit.
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of Law & Legal Procedure credit.
     
  • WI CLE 1.5
     
  • This program has been approved by the Board of Bar Examiners for 1.5 hours for use toward the Wisconsin Mandatory CLE requirement.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     
  • CPE 1.8 including Business Law 1.8
     
  • Lorman Education Services is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its web site: https://www.nasbaregistry.org/cpas/complaints. For more information regarding administrative policies such as complaint and refund, please contact our offices at 866-352-9539. CPE Credit: Maximum Credit Hours: 1.8 each session (based on a 50 minute credit hour). You must attend at least 50 minutes to obtain credit. Field of Study: Business Law for 1.8 hours. Prerequisite: basic knowledge of business financials. Level of Knowledge: Intermediate. Teaching Method: Seminar/Lecture. Advance Preparation: None. Delivery Method: Group Internet Based. Please refer to the information in this brochure for outline, course content and objectives. Upon completion of this course, you will receive a certificate of attendance. Final approval of a course for CPE credit belongs with each state's regulatory board. Please note: In order to receive CPE credit for this course you MUST use the streaming audio option, as well as enable and complete the required progress checks.
     

Who should attend?

This live webinar is designed for business owners, CEOs, COOs, presidents and vice presidents, attorneys, directors, managers, accountants, and marketing professionals.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Stephanie Davidson

Stephanie Davidson

Black Helterline LLP

  • Attorney at Black Helterline LLP in Portland, Oregon
  • Helps her clients navigate all parts of the business lifecycle, handling everything from business formation, capital fundraising, commercial transactions, and the purchase and sale of business entities and equity interests in business entities
  • Recent representative transactions include representation of the selling shareholders in the sale of their company to a competing business for approximately $18 million (equity transaction); representation of the buyer in the purchase of a competing business for approximately $2 million (asset transaction); and representation of a number of buyers acquiring selected assets of a cannabis industry businesses
  • Co-authored “An Introduction to Receiverships” with Colin Andries, which was published in the Oregon State Bar’s Business Law Section Newsletter
  • Seminar presenter on business organization basics for the cannabis industry
  • J.D. degree, University of Oregon; B.A. degree, Willamette University
  • Can be contacted at [email protected]
Tyler J. Volm

Tyler J. Volm

Black Helterline LLP

  • Attorney at Black Helterline LLP in Portland, Oregon
  • Also licensed in Washington
  • Helps his clients with business formation, financing, and succession planning, as well as labor and employment issues with an emphasis on trade secret protection and noncompetition, nonsolicitation, and non-disclosure restrictions
  • Works with clients to ensure compliance with changes in the law, seeking proactive solutions to minimize the risk of litigation, while vigorously advocating for clients in state and federal court when necessary
  • Recent representative transactions include representation of the selling shareholders in the sale of their regional chain of grocery stores to international conglomerate for approximately $40 million, including extensive labor and employment due diligence and compliance components (asset transaction); representation of selling shareholders in the sale of their organic herbal supplements business with international sales to largest competitor for approximately $25 million, including extensive licensing and agricultural components (mixed asset and equity transaction, with selling shareholders remaining employed for several years); routinely assists with negotiation and drafting of employment agreements, noncompetition and nonsolicitation agreements, and nondisclosure agreements, and interpretation and enforcement of collective bargaining agreements within and outside the sale of business context; and representation of numerous closely held businesses across manufacturing, agricultural, technology, and service industries
  • J.D. degree, Lewis and Clark Law School with a Business Law Certificate and B.A. degree, University of Oregon (English and political science)
  • Can be contacted at [email protected]
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 407803
Published 2017, 2020
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