Original program date 5/10/2022
Mergers and buyouts of closely held companies are complex, multifaceted processes. 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 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.
• 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
• 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
Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for GAL Certification, ethics, elimination of bias or Kansas credit.
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