Discussion of important negotiation terms for business owners when selling their company. Brent Pietrafese, attorney with Calfee, Halter & Griswold, joined us for another deep dive into legal due diligence to cover some of the most commonly negotiated terms in M&A transactions.
:50 - High level overview of an M&A due diligence timeline
3:55 - What is the difference between an asset transaction and a stock transaction?
6:10 - What is a 338(h)(10) and what does it help accomplish from a tax perspective?
7:27 - What protections are available to minority shareholders? What protections should business owners retaining a minority stake in the new business focus on in negotiations?
10:20 - What if a minority shareholder disagrees with the majority on the timing of an exit?
11:30 - What are the most heavily negotiated terms during M&A due diligence? Discussion of representations and warranties, indemnification, non-compete, non-solicitation, and confidentiality
16:09 - Key terms when negotiating a post-transaction employment agreement
18:14 - What is an incentive compensation plan and what does it accomplish?
18:55 - Why are non-compete clauses necessary in both acquisition documents and employment agreements?
20:44 - How do severance negotiations relate to non-compete provisions?
21:19 - Advice for business owners thinking about selling their business from a legal negotiation standpoint
1 авг 2021
