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Overview
Legal and Financial Tools to Bridge the Gap Between Sellers and Buyers
Whether a business client is looking to expand, is picking up a share of the exiting member, or is just starting out, representing a buyer in a business purchase transaction poses unique challenges and requires a keen eye for "lemons." This legal guide walks you through the acquisition process from initial agreements through closing with special focus on due diligence and valuations. Come away with a useful checklist of the critical to-dos and a clear path to enabling and optimizing dealmaking. Register today!
- Enhance your knowledge of the buying process.
- Come away with specific guidance on improving due diligence practices.
- Gain a clear understanding of the tax-saving strategies available to your client.
- Understand various ways to structure the deal and come away with sample purchase agreement provisions.
- Safeguard against ethical violations by avoiding conflicts of interest.
Abbreviated Agenda
- Vital First Steps of an Acquisition
- Conducting Due Diligence and Analyses (With a Checklist)
- Business Valuations 101
- Tax-Saving Structures and Strategies for Attorneys
- Financing the Purchase
- Structuring and Drafting the Acquisition Agreement (With Sample Provisions)
- Pre-Closing, Closing, and Post-Closing Considerations and Checklists
- Ethics in Business Acquisitions
Credit Details
Credits Available
| Credit | Status | Total | Until |
|---|---|---|---|
| Alaska CLE |
|
6 Total | 09-17-2027 |
| Alabama CLE |
|
6 Total | 12-31-2025 |
| Arkansas CLE |
|
6 Total | 06-30-2026 |
| Arizona CLE |
|
6 Total | 09-17-2027 |
| California CLE |
|
6 Total | 09-17-2027 |
| Colorado CLE |
|
7 Total | 12-31-2027 |
| Connecticut CLE |
|
6 Total | 09-17-2027 |
| Delaware CLE |
|
6 Total | 09-17-2027 |
| Florida CLE |
|
7 Total | 03-31-2027 |
| Georgia CLE |
|
6 Total | 12-31-2025 |
| Hawaii CLE |
|
6 Total | 09-17-2027 |
| Iowa CLE |
|
6 Total | 09-17-2026 |
| Idaho CLE |
|
6 Total | 09-17-2030 |
| Illinois CLE |
|
6 Total | 09-16-2027 |
| Indiana CLE |
|
6 Total | 09-17-2026 |
| Kansas CLE |
|
7 Total | 09-16-2026 |
| Kentucky CLE |
|
6 Total | 06-30-2026 |
| Louisiana CLE |
|
6 Total | 09-17-2026 |
| Maine CLE |
|
6 Total | 09-16-2027 |
| Minnesota CLE |
|
6 Total | 09-17-2027 |
| Missouri CLE |
|
6 Total | 09-17-2027 |
| Northern Mariana Islands CLE |
|
6 Total | 09-17-2027 |
| Mississippi CLE |
|
6 Total | 07-31-2026 |
| Montana CLE |
|
6 Total | 09-17-2028 |
| North Carolina CLE |
|
6 Total | 02-28-2026 |
| North Dakota CLE |
|
6 Total | 09-17-2028 |
| Nebraska CLE |
|
6 Total | 09-17-2027 |
| New Hampshire CLE |
|
6 Total | 09-17-2028 |
| New Jersey CLE |
|
7.2 Total | 06-06-2026 |
| New Mexico CLE |
|
6 Total | 09-17-2027 |
| Nevada CLE |
|
6 Total | 09-17-2028 |
| New York CLE |
|
7 Total | 09-17-2028 |
| Ohio CLE |
|
6 Total | 12-31-2025 |
| Oklahoma CLE |
|
7 Total | 09-17-2027 |
| Oregon CLE |
|
6 Total | 09-17-2028 |
| Pennsylvania CLE |
|
6 Total | 09-17-2027 |
| Rhode Island CLE |
|
6 Total | 06-30-2026 |
| South Carolina CLE |
|
6 Total | 12-31-2025 |
| Tennessee CLE |
|
6 Total | 09-16-2027 |
| Texas CLE |
|
6 Total | 08-31-2026 |
| Utah CLE |
|
6 Total | 12-31-2025 |
| Virginia CLE |
|
6 Total | 10-31-2026 |
| Vermont CLE |
|
6 Total | 09-17-2027 |
| Washington CLE |
|
6 Total | 09-16-2030 |
| Wisconsin CLE |
|
7 Total | 12-31-2026 |
| West Virginia CLE |
|
7.2 Total | 09-17-2027 |
| Wyoming CLE |
|
6 Total | 06-05-2026 |
Select Jurisdiction
CLE
Agenda
-
Vital First Steps of an Acquisition
- Preparing the Client, Identifying Goals
- Term Sheets, NDAs, Exclusivity, and Other Preliminary Agreements
-
Conducting Due Diligence and Analyses (With a Checklist)
- Due Diligence Request Lists Musts and Nice-to-Haves
- Effective Use of Experts
- Due Diligence Analysis: Spotting Red Flags and Deal Breakers
- Sample Due Diligence Checklist Review
-
Business Valuations 101
-
Tax-Saving Structures and Strategies for Attorneys
- Tax-Efficient Structures
- Taxable, Tax-Free, and Tax-Deferred Transactions
- Capital Losses
- Tax Evasion vs. Tax Avoidance
-
Financing the Purchase
-
Structuring and Drafting the Acquisition Agreement (With Sample Provisions)
- Stock Purchase Agreements
- Asset Purchase Agreements
- Member Interest Purchase Agreements
- General Considerations: Payment and PPAs, Reps and Warranties, Earnouts, Indemnification, Covenants and Conditions, and More
-
Pre-Closing, Closing, and Post-Closing Considerations and Checklists
-
Ethics in Business Acquisitions
- Who is the Client?
- Commitment to Confidentiality
- Breach of Fiduciary Duty
- Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
- Joint Representation
- Candor in Negotiations
Who Should Attend
This legal guide is designed for attorneys. Accountants, fiduciaries, tax professionals, and paralegals will also benefit.
Speakers
Speaker bio
Brett T. Sullivan
is a director of Fennemore, a full-service Am Law 200 business law firm. He focuses on real estate and business law, advising individuals and businesses in business and entity formation, management, governance, financing, operations, and business closings. With more than 30 years of experience, Mr. Sullivan brings significant insight regarding commercial and residential real estate development matters, entity formation, and governance. Committed to serving the legal community and his clients, Mr. Sullivan previously served as an ex-officio member of the Executive Committee of the Washington State Bar Association Real Property, Probate, and Trust Section, along with having served on several non-profit boards in the Spokane area. Mr. Sullivan has spoken on numerous real estate topics and business issues involving limited liability entities, including limited liability company formation, operation, and management. He earned his B.A. degree from the University of Washington and his J.D. degree, cum laude, from Gonzaga University School of Law.
Speaker bio
Joel Henry
is partner in the Missoula office of Hall Booth Smith, P.C. He brings a unique ability to integrate IP, technology, corporate and transactional, and securities law into solutions for clients engaged in entrepreneurship, capital raises, mergers and acquisitions, IP protection, and cutting-edge technology areas. Mr. Henry is one of a handful of people in the United States with both a Ph.D in computer science and a J.D. degree. He is one of the leading experts in Montana and nationwide on cryptocurrency and blockchain technology law. A significant area of his practice also includes complex, cutting-edge legal matters around new technologies, including artificial intelligence, GDPR and other data privacy laws, IT security, and data breaches. Mr. Henry also serves as an expert witness on litigation matters involving technology issues, electronic discovery, and digital forensics. He earned his B.S and M.S. degrees from Montana State University, his Ph.D degree from Virginia Polytechnic Institute and State University, and his J.D. degree from the University of Montana School of Law.
Speaker bio
Christopher J. Bonner
is special counsel with Barclay Damon, LLP, where he practices in the areas of corporate law, corporate and municipal securities, and banking regulation. His clients include large and small businesses, banks, startup enterprises, buyers and sellers of businesses, and securities investors. Mr. Bonner organizes corporations, LLCs and other alternative entities, and represents them on a continuing basis with various kinds of business contracts. He represents buyers and sellers of businesses, from the initial planning stage through to the final closing. Mr. Bonner is a member of the New York State Bar Association (Business Law and Tax Law sections) and American Bar Association (Business Law and Taxation sections). He earned his B.A. degree from Williams College, his J.D. degree from Harvard Law School and his LL.M. degree in taxation from New York University.
Speaker bio
Isaiah D. Cooper
is a business attorney and the founder and principal of Cooper Law LLC in New Haven, Connecticut. Cooper Law LLC's clients include businesses and entrepreneurs looking to buy or sell a business or business assets, develop new technologies, provide consulting and other services, and produce films and/or other content. He has helped clients with the acquisition and the sale of companies or assets, raising funds either through the private placement of stock or other equities or borrowing transactions; and with drafting and negotiating agreements with or among business owners, suppliers, distributors, consultants and employees. Mr. Cooper has represented clients that produce and distribute software, medical technologies, educational technologies, films (including feature films and documentaries), TV programming, music, professional services (attorneys, architects, doctors, psychologists, etc.), as well as banks and other lenders, venture capital funds, and angel investors. He began his law career as a tax associate at a New York firm. After moving to Connecticut, Mr. Cooper worked in New Haven at Withers Bergman LLP in Hartford; McElroy, Deutsch, Mulvaney & Carpenter; and in Wilton at Gregory and Adams, P.C.; before founding Cooper Law LLC. He earned his B.F.A. degree, summa cum laude, from SUNY at Buffalo; his Master of Music degree from Youngstown State University; and his J.D. degree from New York University. Mr. Cooper is admitted to the bar in New York and Connecticut.
Speaker bio
Delia Bouwers Bianchin
is a seasoned business attorney and currently serves as managing partner at Outside Virtual Counsel, LLC. She focuses her practice on corporate, commercial, employment, intellectual property and commercial litigation matters. Ms. Bianchin has over two decades of high level experience practicing law. For the first decade of her career, she focused in complex commercial litigation at two large prominent law firms in Pittsburgh, and then spent ten years as in-house counsel for a diversified contract manufacturing company and for a dynamic start-up. In those first ten years of practice, Ms. Bianchin practiced complex commercial litigation at both K&L Gates (formerly Kirkpatrick & Lockhart LLP) and Eckert Seamans Cherin & Mellott LLC. She then joined Penn United Technologies, Inc., and for ten years held the position of general counsel for the diversified, international precision tool and die manufacturing company based in Cabot, Pennsylvania. More recently, Ms. Bianchin has developed a boutique practice, focused on providing outside general counsel legal services to small and medium-sized businesses in western Pennsylvania and across the country. She earned her B.A. degree in English from Calvin College and her J.D. degree from the University of Pittsburgh School of Law; where she simultaneously served as the editor-in-chief of the Journal of Law and Commerce and research editor for the University of Pittsburgh Law Review. Ms. Bianchin is actively involved in community affairs, serving on various organizational and non-profit charitable boards and as a volunteer. She is a member of the Butler County, Allegheny County and Pennsylvania bar associations.
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