Agenda

1. Deal Foundations and Client Intake

   1. Deal Size, Market Range, and Practitioner Scope
   2. Who's at the Table: Owner-Operators, PE Roll-Ups, Strategic Buyers, Family Succession
   3. Attorney's Role vs. Broker's Role (and Where They Conflict)
   4. Managing Client Misconceptions on Valuation, Timeline, and Confidentiality
   5. Client Intake and Case Analysis

2. Valuation Fundamentals

   1. EBITDA Multiples, Asset-Based Valuation, Discounted Cash Flow
   2. SDE vs. EBITDA: Which Applies and When
   3. Working Capital Pegs, a Common Post-Closing Battleground
   4. When to Recommend a Formal Appraisal and How to Read One

3. Asset Sale vs. Stock Sale

   1. Buyer's Default Preference: Stepped-Up Basis, Liability Isolation, Asset Cherry-Picking
   2. Seller's Default Preference: Capital Gains Treatment, Simplicity, No Assignment Issues
   3. §338(h)(10) and §336(e) Elections: Treating a Stock Deal as an Asset Deal
   4. §1060 Purchase Price Allocation and Form 8594: The Allocation Tug-of-War
   5. Successor Liability in Asset Deals: WARN Act, Environmental, ERISA

4. Letters of Intent

   1. LOI Anatomy: What Belongs and What Doesn't
   2. Binding vs. Non-Binding Provisions, and What Goes Wrong When Misclassified
   3. Exclusivity Clauses: Duration, Scope, and Penalties
   4. Buyer Tactic: LOI as Price-Lock; Seller Tactic: LOI as Leverage Preservation
   5. Common LOI Mistakes That Haunt the Definitive Agreement

5. Due Diligence From Both Sides

   1. The Buyer's Playbook
      1. Confirmatory vs. Investigative Diligence
      2. Entity, Ownership, and Cap Table; Required Consents
      3. Financial Review: Tax Returns, Financials, Bank Statements
      4. Contracts: Customer/Vendor Concentration, Assignment Clauses, Auto-Renewal Traps
      5. IP, Real Estate, Employment, Licensing, and the Cost of a Missed Item
      6. Cybersecurity, Data Privacy, and AI Governance Due Diligence
      7. Red Flags That Warrant Renegotiation or Exit
   2. The Seller's Defense
      1. Why Sellers Must Run Pre-Sale Diligence on Themselves
      2. Data Room Organization: What to Disclose and How to Sequence It
      3. Using Disclosure Schedules to Limit Indemnification Exposure
      4. Managing Employees and Customers During the Diligence Window

6. Deal Documents and Risk Allocation

   1. Seller and Buyer Reps: Standards, Qualifiers, and Materiality Scrapes
   2. Indemnification Mechanics: Baskets, Caps, and Survival Periods
   3. Sandbagging: Pro vs. Anti (and Why It Matters)
   4. Reps and Warranty Insurance: When It Pencils Out
   5. Earnouts: Structure, Metrics, and Anti-Manipulation Drafting
   6. Seller Financing, Holdbacks, Escrow, and Rollover Equity

7. Restrictive Covenants and Closing

   1. Non-Competes in Business Sales: Enforceability and §1060 Considerations
   2. Structuring Around California and Other Restrictive Jurisdictions
   3. Closing Conditions, Pre-Closing Covenants, and Working Capital True-Ups
   4. Transition Services and Common Post-Closing Disputes

8. Ethics in Business Transactions

   1. Conflicts at Intake: Concurrent Representation, Referrals, and Broker Overlap
   2. Who Is the Client: The Business or the Owner?
   3. Privilege, Disclosure Obligations, and the Duty not to Assist in Fraud
   4. Handling Material Information Received From the Other Side
   5. Competence, Scope Limitations, and Candor in Deal Representations
   6. Supervising Non-Lawyer Staff During Diligence and Document Production

9. Negotiation Tactics and Wrap-Up

   1. The Five Most Common Deal-Killers, and How to Navigate Each
   2. When to Push, When to Concede, When to Reframe
   3. Advising a Client Who is Emotionally Invested
   4. Final Checklist: What to Confirm Before Your Client Signs Anything