Selling Your Business: Negotiating Terms and Offers

• Overview

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.

Authors

Stephanie Davidson, Black Helterline LLP Tyler J. Volm, Black Helterline LLP

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