$59.00
Mergers or buyouts of closely held companies are a complex, multifaceted process. 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. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements and distributions to be normalized. There can also 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 relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.
Day 1:
Confidentiality considerations in the sale and negotiation process
Due diligence – financial, operational and workforce red flags
Stock v. asset transactions and forms of consideration – cash v. equity
Valuation of closely held companies in an illiquid market
Use or of “earnouts” to bridge the gap in valuation
Day 2 :
Reps, warranties, indemnity and basket issues common to closely held companies
Successor liability concerns where assets are transferred
Asset transfer issues – intangible assets, including intellectual property
Transition issues – management, employees, business relationship, contract issues
Escrow and post-closing issues
Speakers:
Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters. Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware.
Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters. Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions. Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.
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