Course1

Closely Held Company Merger & Acquisitions, Part 1

$79.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/8/2026
    Avail. Until
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Course1

Closely Held Company Merger & Acquisitions, Part 2

$79.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/9/2026
    Avail. Until
SEE MORE
Course1

LIVE REPLAY: Defending Against IRS Audits of Closely Held Companies, Part 1

$79.00

This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.    Day 1  Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2  Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated cases in federal, bankruptcy, state and probate court. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/5/2027
    Avail. Until
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