Mergers & Acquisitions

11 Steps to Prepare for Sale

6 Steps to Sell

1. Perform Legal Audit
2. Prepare GAAP Financial Statements
3. Recast GAAP Financial Statements
4. Prepare a Quality of Earnings Report
5. Establish Preliminary Valuation Ranges
6. Execute a Basic Estate Plan
7. Execute an Asset Protection Plan
8. Plan for the Estate and Gift Tax
9. Plan for the Income and Capital Gains Tax
10. Evaluate Charitable Giving Opportunities
11. Create a Comprehensive Wealth Succession Plan

1. Introduction
2. NDA
3. Letter of Intent
4. Due Diligence
5. Purchase Agreement
6. Closing
7. Investment Management Plan

M&A Fundamentals

Purchase Agreement

1. Overview of M&A Transactions
2. Introduction to Mergers & Acquisitions
3. Earnouts in M&A
4. M&A of S Corporations, Partnerships & LLCs
5. Considerations in Selecting Form of Acquisition
6. NDA Basics for Sellers

1. Key Provisions of Acquisition Agreements
2. Representations and Warranties
3. Types of Representations in the Purchase Agreement | Exceptions
4. Representation Bring-Downs | Survival
5. Covenants
6. Conditions Precedent
7. Remedies

M&A Tax

1. Private Equity Transaction (aka Deferred Sales Trust)
2. Sec. 453(e)
3. Sec. 453A
4. Tax Considerations in Corporate Deal Structures