Luke J. Chiarelli
Mawicke & Goisman, S.C.
Milwaukee

William Morris
Mawicke & Goisman, S.C.
Milwaukee

8:30 a.m. : Purchases and Sales Between Business Partners

• The mechanics of buy/sell agreements
• Valuations
• One owner buying out another
• Employees buying out the owner… yes, employees are your business partners
• Exhibit:  A sample Buy/Sell agreement

9:30 a.m. : Entity Ownership Purchase:  The Offer and its Operation

• The basic logistics of a stock/LLC membership/partnership offer
• Due diligence
• Contingencies
• Financing
• Exhibit:  stock/LLC membership/partnership purchase agreement

10:30 a.m. : Break

10:45 a.m. : Asset Purchase:  The Offer and its Operation

• The basic logistics of an asset purchase
• Due diligence
• Contingencies
• Financing
• Exhibit: Asset purchase agreement

11:45 a.m. : Lunch

12:45 p.m. : A Plain English Translation of: 26 U.S. Code § 338 - Certain stock purchases treated as asset acquisitions

• The reasons for an asset versus an entity sale/purchase:
  • Tax
  • Liability                   
  • Operating logistics
• Why make a Code § 338 election?
• The mechanics of and election and post-closing operating logistics
• Exhibit:  Code § 338 election form

1:45 p.m. : Break

2:00 p.m. : Ethics of Representation 

• Wisconsin Supreme Court Rules
• American Bar Association Commentary
• Who does a lawyer represent? The entity, the owners, the buyers, the employees, the financiers
• Unrepresented parties
• Conflicts of interest

3:00 p.m. : Program Concludes

Following program start times, webcast replay schedule may vary slightly from above listed times.

• Learn to navigate purchases and sales between business partners
• Determine whether to sell a business entity or sell the assets
• Assess the tax implications of each approach
• Examine the potential exposure to liability with each approach
• Decide whether it’s best to fund with cash or earn-out
• Review ethical considerations that arise in business transactions

• Business lawyers
• Tax attorneys
• Commercial real estate lawyers
• Real property, probate, and trust lawyers
• General practitioners

Event Brochure

Book Sale – Save 20%

Wisconsin Attorney’s Desk Reference
Save 20% on the Wisconsin Attorney’s Desk Reference.* Plus, all seminar attendees receive a free two-week trial of the Books UnBound^® version. Perfect as a primer, a refresher, or starting point, the Desk Reference is designed to be an easy-to-use guide for any attorney who needs a quick answer to a question or an introduction to an area of law. Use discount code CA3293 when you order online or by calling (800) 728-7788.

*Discount applies to both print and digital Books UnBound editions of this title and cannot be applied to previous purchases. Offer valid as long as CLE credit is available for this program. For Books UnBound users, discount may be applied to purchase of individual Books UnBound title only and may not be used on purchase of full library.

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