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Selling Your Business: Negotiating Terms and Offers

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.

Runtime: 90 minutes
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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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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

MP3 Download

  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.5
     
  • HI CLE 1.5
     
  • ME CLE 1.5
     
  • NJ CLE 1.8
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

OnDemand Course

This course was last revised on September 30, 2020.

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

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

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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 2020
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