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Selling a Closely-Held Business

Navigating Complexities Regarding Process, Valuation, Due Diligence, Structure, Negotiation Strategy and More

Note: CPE credit is not offered on this program

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, May 23, 2019

Recorded event now available

or call 1-800-926-7926

This CLE course will examine legal considerations for counsel involved in the sale of closely held businesses. The panel will discuss strategies for evaluating whether to structure a deal as a stock sale, asset sale or merger, and address specific critical deal terms, provide negotiation tips, discuss whether and how to hire an investment banker and other important issues.


Selling a closely held business is complex, including preparing the company for sale, properly structuring and negotiating the transaction, and addressing the emotional attachment owners have to their businesses and employees.

Counsel representing buyers of a closely held business should assist clients to identify their goals of a sale, assist to develop the best sale process and structure the transaction to align with the goals of the client.

Counsel can add value by assisting the company to prepare for a sale including pre-sale due diligence and clean up as necessary, consideration as to whether to hire and interview questions for an investment banker, and identifying and planning how to address any possible red flags.

When structuring the sale of a closely held business, counsel must evaluate whether a stock sale, asset sale or merger is the most prudent option, taking into account tax and other financial impacts. Counsel may also have to address earnouts, noncompetes, escrows, and transaction bonuses and deductions.

Listen as our authoritative panel discusses best practices for due diligence, deal structure, tax, and other challenges in sales of closely held businesses.



  1. Company Preparation for Sale
  2. Key legal and business and tax considerations to maximize value for the seller of a closely held business
  3. Structuring the deal
  4. Running an efficient due diligence process


The panel will review these and other noteworthy issues:

  • What are the primary components of a comprehensive due diligence process to be run by the seller?
  • What legal and business issues arise when an owner of a closely held business decides to sell?
  • What are the benefits, risks and tax aspects of structuring the sale as a stock sale versus asset sale versus merger?
  • How can counsel help the owners identify their goals in a sale and what role should the identification of goals in a sale play in the sales’ process


Ellis, Michael
Michael A. Ellis

Buckingham Doolittle & Burroughs

Mr. Ellis focuses his practice on mergers and acquisitions; corporate governance; public and private securities...  |  Read More

Krivosha, Terri
Terri Krivosha


Ms. Krivosha, business attorney and mediator, enjoys nothing more than helping shareholders, family business owners,...  |  Read More

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