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Overview
Master the Seller's Deal From LOI to Post-Closing Compliance
Picture this: Your long-time client, the founder of a successful business, walks into your office and says, "I think I'm ready to sell." Are you prepared to guide them through the most complex, high-stakes transaction of their career? This full-day CLE course provides a comprehensive and practical roadmap to the legal aspects of selling a privately held business. Move step by step through the entire sale-acquisition lifecycle, focusing specifically on small- to mid-market transactions. We'll analyze critical decision points, key risk areas, and highly negotiated provisions that determine a deal's success. Ensure the best outcomes from the initial teaser summary to post-closing steps. Register today!
- Enhance your knowledge of the overall acquisition process.
- Structure a business sale (stock vs. asset) based on tax and liability considerations.
- Draft and negotiate key terms in a Letter of Intent (LOI) to protect the seller's interests.
- Manage the due diligence process and effectively address identified risk areas.
- Master the drafting and negotiation of the Representations and Warranties section of the agreement.
- Understand and mitigate risks related to indemnification, escrow, and earn-out provisions.
- Handle complex closing deliverables and manage the post-closing true-up process.
Abbreviated Agenda
- Seller Readiness and Initial Steps
- Deal Structuring and the Letter of Intent (LOI)
- Tax-Saving Structures and Strategies for Attorneys
- Closing and Post-Closing Matters and Checklists
- Employment and Employee Benefit Considerations
- Structuring and Drafting the Acquisition Agreement
- Due Diligence From the Seller's Perspective
- Legal Ethics in Business Transactions
Credit Details
Credits Available
| Credit | Status | Total | Until |
|---|---|---|---|
| Alaska CLE |
|
6 Total | 04-23-2028 |
| Alabama CLE |
|
6 Total | 12-31-2026 |
| Arkansas CLE |
|
6 Total | 06-30-2026 |
| Arizona CLE |
|
6 Total | 04-23-2028 |
| California CLE |
|
6 Total | 04-23-2028 |
| Colorado CLE |
|
7 Total | 12-31-2028 |
| Connecticut CLE |
|
6 Total | 04-23-2028 |
| Delaware CLE |
|
6 Total | 04-23-2028 |
| Florida CLE |
|
7 Total | 10-31-2027 |
| Georgia CLE |
|
6 Total | 12-31-2027 |
| Hawaii CLE |
|
6 Total | 04-23-2028 |
| Iowa CLE |
|
6 Total | 04-23-2027 |
| Idaho CLE |
|
6 Total | 04-23-2031 |
| Illinois CLE |
|
6 Total | 04-21-2028 |
| Indiana CLE |
|
6 Total | 04-23-2027 |
| Kansas CLE |
|
7 Total | 04-22-2027 |
| Kentucky CLE |
|
6 Total | 06-30-2026 |
| Maine CLE |
|
6 Total | 04-21-2028 |
| Minnesota CLE |
|
6 Total | 04-23-2028 |
| Missouri CLE |
|
6 Total | 04-23-2028 |
| Northern Mariana Islands CLE |
|
6 Total | 04-23-2028 |
| Mississippi CLE |
|
6 Total | 07-31-2026 |
| Montana CLE |
|
6 Total | 04-23-2029 |
| North Carolina CLE |
|
6 Total | 02-28-2027 |
| North Dakota CLE |
|
6 Total | 04-23-2029 |
| Nebraska CLE |
|
6 Total | 04-23-2028 |
| New Hampshire CLE |
|
6 Total | 04-23-2029 |
| New Jersey CLE |
|
7.2 Total | 01-14-2027 |
| New Mexico CLE |
|
6 Total | 04-23-2028 |
| Nevada CLE |
|
6 Total | 04-23-2029 |
| New York CLE |
|
7 Total | 04-23-2029 |
| Ohio CLE |
|
6 Total | 12-31-2026 |
| Oklahoma CLE |
|
7 Total | 04-23-2028 |
| Oregon CLE |
|
6 Total | 04-23-2029 |
| Pennsylvania CLE |
|
6 Total | 04-23-2028 |
| Rhode Island CLE |
|
6 Total | 06-30-2026 |
| South Carolina CLE |
|
6 Total | 12-31-2026 |
| Tennessee CLE |
|
6 Total | 04-22-2028 |
| Texas CLE |
|
6 Total | 03-31-2027 |
| Utah CLE |
|
6 Total | 12-31-2026 |
| Virginia CLE |
|
6 Total | 10-31-2026 |
| Vermont CLE |
|
6 Total | 04-23-2028 |
| Washington CLE |
|
6 Total | 04-22-2031 |
| Wisconsin CLE |
|
7 Total | 12-31-2027 |
| West Virginia CLE |
|
7.2 Total | 04-23-2028 |
| Wyoming CLE |
|
6 Total |
Select Jurisdiction
CLE
Agenda
-
Seller Readiness and Initial Steps
- Client Intake and Assessment
- Drafting a Teaser Summary
- Confidentiality and Non-Disclosure Agreements (NDAs)
- Exclusivity and Engagement
-
Deal Structuring and the Letter of Intent (LOI)
- Stock Sale vs. Asset Sale
- Purchase Price Mechanisms
- Drafting the LOI
-
Tax-Saving Structures and Strategies for Attorneys
- Tax-Efficient Structures
- Taxable, Tax-Free, and Tax-Deferred Transactions
- Mitigating Tax Liability
- Tax Evasion vs. Tax Avoidance
-
Closing and Post-Closing Matters and Checklists
-
Employment and Employee Benefit Considerations
-
Structuring and Drafting the Acquisition Agreement
- Stock and Equity Purchase Agreements
- Asset Purchase Agreements
- Representations and Warranties
- Indemnification, Escrow, and Setoff
- Covenants and Conditions
-
Due Diligence From the Seller's Perspective
- Organizing the Seller's Data Room
- Key Risk Areas
- Material Contracts and Change of Control
- Valuation Considerations
-
Legal Ethics in Business Transactions
- Competence, Diligence, and Zeal in M&A Transactions
- Duties and Conflicts Regarding Current, Prospective, and Joint Clients
- Candor in Negotiations and Navigating the Rights of Other Persons
- The Role of Law Firms and Supervising Attorneys
Who Should Attend
This course is designed for attorneys. Accountants, directors, and paralegals may also benefit.
Speakers
Speaker bio
James P. Greifzu
serves as partner in Wiggin and Dana LLP's Stamford office, where he represents corporate and individual clients in connection with mergers, acquisitions, divestitures, commercial agreements, and other complex corporate transactions and related corporate governance matters. He advises clients across multiple industries, including manufacturing, retail, pharmaceutical, biotech, cannabis and several services sectors. Mr. Greifzu has experience representing acquirers, issuers, and financial advisors in private and public offerings of equity securities in connection with merger and acquisition transactions. He frequently advises management teams and C-Suite executives in rollover equity, corporate governance and other matters in connection with M&A transactions. Mr. Greifzu is a member of the oversight committee for the Wiggin Opportunity Initiative, through which the firm provides free legal services to businesses owned by women, minority individuals, and persons of other historically underrepresented groups, as well as a member of the firm's Pro Bono Committee. He earned his J.D. degree, cum laude, from Temple University Beasley School of Law and his B.A. degree, cum laude, from Colgate University.
Speaker bio
Joseph C. Mandarino
is a Shareholder with Polsinelli in the firm's Atlanta office. His practice focuses primarily on tax and financial planning. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics. He has published over 100 articles in journals and in-house newsletters, and has participated in over 200 presentations and seminars. Mr. Mandarino's articles have appeared in the National Law Journal, Mergers & Acquisitions magazine, Tax Notes Today, Journal of Real Estate Taxation, Journal of S Corporation Taxation, Journal of Multistate Taxation, Tax & Finance Newsletter and NYU Institute on Federal Taxation. In addition, he has spoken at meetings and seminars organized by numerous organizations, including the American Bar Association, White House Conference on Small Businesses, U.S. Small Business Administration, Georgia Electronic Commerce Association, Federation of Exchange Accommodators, International Reinsurance Conference, Service Corps of Retired Executives and the United Way, as well as several panel-type TV discussion programs. Mr. Mandarino earned his B.A. degree from the University of Toronto, his J.D. degree, cum laude, from Loyola University School of Law and his LL.M. degree from New York University School of Law.
Speaker bio
Richard A. Weintraub
is the owner of Weintraub Law Group PC, where he focuses his practice in the formation of business entities; venture capital transactions; mergers, acquisitions and divestitures; public and private offerings; and debt financing. Mr. Weintraub has also been an instructor of tax and securities law courses at UCLA, University of California San Diego, and the University of San Diego. He has instructed a course entitled "Securities Law Implications for the Emerging Growth Business" at UCSD. Mr. Weintraub is admitted to practice in California and before the U.S. Claims Court, U.S. Tax Court, U.S. District Court for the Central District of California, and the U.S. District Court for the Southern District of California. He earned his B.A. degree from the University of California Los Angeles and J.D. degree from Loyola Marymount University.
Speaker bio
La’Tika D. Howard
is an attorney with Jensen & McComas, LLC, where she is a corporate attorney passionate about helping businesses navigate growth, investment, and strategic transactions. She supports start-ups, emerging companies, and investors through every stage of the business lifecycle, from formation through succession planning, and provides outside general counsel services to a variety of privately-held businesses. Ms. Howard's practice focuses on mergers and acquisitions, venture capital, and general counsel representation, particularly within the tech and life sciences sectors. She is a summa cum laude graduate of the University of Maryland Eastern Shore and a magna cum laude graduate of the University of Baltimore School of Law, where she served as a Rule 19 student attorney in the Saul Ewing Civil Advocacy Clinic and staff editor of the University of Baltimore Law Review. Ms. Howard served on the Board of Maryland Volunteer Legal Services (2021-2024), completed the Leadership Council on Legal Diversity Pathfinder Program, and mentors several current and future law school students through the Fannie Angelos Program for Academic Excellence and other programs. She is admitted to practice in Maryland, District of Columbia (pending) and the U.S. District Court for the District of Maryland.
Speaker bio
Elizabeth E. Schlissel
is a partner with Falcon Rappaport & Berkman LLP, and head of the Labor and Employment Department representing clients in employment litigation, investigation, regulation, and other aspects of employment law. She represents companies in all types of employment litigation in state and federal court including wage and hour matters, discrimination, workplace harassment, retaliation, hostile work environment, breach of employment contracts and restrictive covenants, and failure to accommodate disabilities. Ms. Schlissel regularly represents employers in discrimination matters filed with the Equal Employment Opportunity Commission, New York State Division of Human Rights, and New York City Commission on Human Rights. She also advises and defends businesses in Americans with Disabilities Act (ADA) lawsuits regarding premises and websites. Ms. Schlissel counsels employers, management teams, and HR executives regarding compliance with federal, state, and local employment laws and regulations. Counseling includes advising clients on a daily basis regarding personnel issues, wage and hour compliance, and preventing, investigating and responding to discrimination and sexual harassment complaints. In addition, she regularly works with employers to draft, review, and update employee handbooks and policies. Ms. Schlissel earned her J.D. degree from Hofstra University School of Law.
Speaker bio
Av Sinensky
is a partner with Falcon Rappaport & Berkman LLP in the firm's Corporate and Securities Practice Group. He has a broad-based transactional practice with extensive experience advising business owners, independent sponsors, private equity groups and middle market companies in structuring and negotiating mergers, acquisitions, investments, divestitures, joint ventures and other corporate transactions. Mr. Sinensky also regularly counsels founders and investors in connection with startup formations and the negotiation of capital raise transactions, partnership agreements, employment arrangements and commercial contracts. His articles have been featured in the Long Island Business News, USLAW Magazine, and the New York Law Journal; and he has appeared as a speaker at events sponsored by the New York City Bar Association, Small Business Expo and numerous professional organizations and affinity groups. Mr. Sinensky earned his B.A. degree from Yeshiva University and his J.D. degree from the University of Pennsylvania Law School. He is a member of the New York City Bar Association and the Holocaust Memorial and Tolerance Center of Nassau County. Mr. Sinensky is admitted to practice in New York.
Speaker bio
Michael B. Katz
is the Managing Partner at Katz Law P.C. where his practice includes client representation in commercial acquisitions overseeing everything from site selection, due diligence, drafting agreements such as LOI's, NDA's, and PSA's and orchestrating successful closings. Mr. Katz has more than 38 years of experience as a private attorney and has served as outside legal counsel in acquisition, commercial real estate, and litigation matters to Imperium Blue, THF Realty, The Kroenke Group, St. Louis Rams, Walpert Properties, St. John's Mercy Hospital, Milor Realty, Property Partnership Management, Holtzman Properties, STLCRE.COM, LLC and several other entities. He is a member of The Missouri Bar, Illinois State Bar Association, and Federal Bar of the Eastern District of Missouri, and is pending admission to the New York State Bar. Mr. Katz earned his A.B. degree in economics from the University of Missouri-Columbia and his J.D. degree from Washington University in St. Louis.
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