Raymond Felton, Chair of the firm’s Corporate Department and a member of the Employment Law Department, will speak at the live webinar “A Practical Guide to Buying a Business,” which will be presented by the New Jersey Institute for Continuing Legal Education on Friday, February 12, 2021 from 9:00am – 12:00pm (ET).
Purchasing a small to midsize business is a complicated process that involves a myriad of legal issues and business considerations. Whether the entity in question is a longstanding family business or a startup, the goals are the same: secure the best possible deal, draft an agreement that is clear so that there is no need for future litigation, maximize value, and minimize risk.
This informative and practical program will cover various aspects of purchasing an ongoing business, and will provide practical strategies for working with buyers, opposing counsel, brokers and lenders; techniques for negotiating and drafting key contract clauses; procedures for getting the deal closed and minimizing risk, and hot button issues than can affect the transaction.
The agenda for this presentation includes the following topics:
- Managing the due diligence process
- Key due diligence requests
- Brokers and finders: understanding their role and negotiating agreements with them
- Utilizing the Indication of Interest, Letter of Intent, and Term Sheet
- Accounting, tax and structuring issues
- An in-depth analysis of contract of sale issues, including:
- Identifying included and excluded assets
- Purchase price payment terms
- How to structure an earnout agreement
- Security; representations and warranties
- Effectively using schedules
- Non-compete, non-solicitation and confidentiality clauses
- The impact of COVID-19 on operations and business sales
- Closing and conditions precedent to closing
- Employment-related issues including employment agreements and restrictive covenants
Mr. Felton concentrates his practice in the areas of corporation, LLC and partnership formation, operations and agreements, mergers and acquisitions, securities law, reorganizations, joint ventures, employment law, and the financing of transactions through both public and private equity and debt. He often serves as outside “in house” counsel, providing general legal advice on both day-to-day issues and major complex problems. Mr. Felton’s clients range from entrepreneurial start-ups to established middle market companies operating in a diverse variety of industries, including manufacturing, technology, food & beverage, real estate, construction and healthcare, as well as service industries.
Additional program details and registration can be found on ICLE's website.