Structuring Acquisitions of Family-Owned Businesses: Valuation, Due Diligence, Deal Structure, Operational Transition, and More

Recording of a 90-minute premium CLE webinar with Q&A


Conducted on Wednesday, May 6, 2020

Recorded event now available

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Program Materials

This CLE webinar will examine key legal considerations involved in structuring acquisitions of family-owned businesses. The panel will discuss strategies for addressing valuation, conducting due diligence, and evaluating whether to structure the deal as a stock purchase, asset purchase, or purchase of LLC units. The panel will also address transitioning business operations to the new owner and other vital issues.

Description

Family-owned businesses, accounting for over 60% of jobs in the U.S., are a crucial target for both strategic and financial buyers. However, mergers and acquisitions of family-owned businesses are complicated for a variety of reasons, including valuation challenges, tax and estate planning considerations, internal governance, and potential issues concerning a generational transfer of the business. An acquisition can be a new and challenging undertaking for existing owners, and management may have an emotional attachment to the company.

Counsel representing buyers of family-owned businesses should carefully conduct due diligence to identify potential risks and liabilities and seek to mitigate those risks and liabilities or "price them into the deal." Counsel should also give management the deal-side support so that it can continue to run the business and meet any projections during the sales process provided to potential buyers.

When structuring the sale of a family-owned business, counsel must evaluate whether a stock purchase or asset purchase is the most prudent option, considering tax and other financial impacts. Counsel can also advise how to structure any retained ownership (often required by financial buyers) in the business following the sale. Counsel must also develop a strategy for using earnouts, "seller paper," "rollover equity," or other methods to bridge valuation gaps or to provide needed cash to fund the purchase price.

Listen as our authoritative panel discusses best practices for managing valuation, due diligence, deal structure, tax, estate planning, and other challenges in acquisitions of family-owned businesses.

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Outline

  1. Key legal, business, and tax considerations with the acquisition of a family-owned business
  2. Due diligence best practices
  3. Structuring the deal
  4. Valuation challenges and solutions

Benefits

The panel will review these and other key issues:

  • What legal and business issues arise with the acquisition of family-owned businesses?
  • What are the key components of a comprehensive due diligence plan for both buyers and sellers?
  • What are the benefits, risks, and tax aspects of structuring the sale as a stock sale versus asset sale versus merger?
  • What valuation challenges do acquisitions of family-owned businesses present and how can they be overcome?
  • When and how should family members decided to "reinvest" in the family business with "rollover equity" when selling to a financial buyer and what are the tax impacts of doing so?
  • How to prepare in advance of a transaction to address the family's estate planning needs?
  • What management and transition-related issues could arise when selling a family business?

Faculty

Chuchawat, Will
Will Chuchawat

Partner
Sheppard Mullin

Mr. Chuchawat is the Managing Partner of the firm’s Mergers & Acquisitions Practice. He has closed hundreds...  |  Read More

Clingen, Kenneth
Kenneth W. Clingen

Partner
Clingen Callow & McLean

Mr. Clingen chairs the firm’s business counseling department. He is general counsel to a number of privately...  |  Read More

Koeller, Brett
Brett D. Koeller

Shareholder
Godfrey & Kahn

Mr. Koeller is co-chair of the firm’s Corporate Law Practice Group, which includes, among others, the...  |  Read More

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