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Hot Topics in Buying or Selling a Business 2022

Product ID: CA3293D
Presented By: State Bar of Wisconsin PINNACLE

Mind your business

When it’s time to sell a business, is it best for the seller to sell a business’s assets or the entity itself? Which is “better” for the buyer? Or for the seller? The purchase or sale of a business is inevitably accompanied by potential risks for both parties to the transaction. Your clients need a lawyer who is comfortable with the process, skilled at negotiation, and ready to protect their financial interests.

That’s where Hot Topics in Buying or Selling a Business comes in. You’ll learn to analyze the ramifications of buying or selling a business entity versus its assets and assess the tax consequences and liability associated with each. Plus, you’ll evaluate funding methods and be prepared to avoid ethical issues faced by lawyers who handle business sales and purchases.

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OnDemand seminar
Course manual (PDF)
Course manual (PDF) and Audio (MP3)
MP3

Pricing

Member $269.00

Non-Member $349.00

Credits

6 CLE

Upon purchase, this OnDemand program is available to view for 90 days.

Credits are no longer available for this OnDemand program.

Quantity:
Maximum quantity must be less than or equal to 1.

Mind your business

When it’s time to sell a business, is it best for the seller to sell a business’s assets or the entity itself? Which is “better” for the buyer? Or for the seller? The purchase or sale of a business is inevitably accompanied by potential risks for both parties to the transaction. Your clients need a lawyer who is comfortable with the process, skilled at negotiation, and ready to protect their financial interests.

That’s where Hot Topics in Buying or Selling a Business comes in. You’ll learn to analyze the ramifications of buying or selling a business entity versus its assets and assess the tax consequences and liability associated with each. Plus, you’ll evaluate funding methods and be prepared to avoid ethical issues faced by lawyers who handle business sales and purchases.

Read More ↓

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

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.

In an effort to keep members and staff as safe as possible, we ask that you be vaccinated or have a current negative COVID test taken no more than 48 hours prior to attending any in-person, official State Bar meeting or event, regardless of its location. Until further notice, masking in group meetings is required by staff and asked of members, regardless of vaccination status. In addition, all event attendees will be required to sign into any in-person events that they attend.

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