On-Demand Video
CC

Buying and Selling a Business 2023


  • City:
  • Start Date:2023-10-23 20:00:00
  • End Date:2025-10-23 20:00:00
  • Length:
  • Level:Various
  • Topics:Business

$249.00 ["ProPass"]

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Overview

The purchase or sale of a business is one of the most important transactions in the professional life of a client and requires your highest level of skill and knowledge. Many complex issues arise that must be carefully analyzed before moving ahead with the transaction. Practitioners are required to balance the desire of clients to make a deal with the need to carefully craft terms and conditions to avoid subsequent problems and litigation. This course will assist you in handling every aspect of your client’s purchase or sale of a business.

Summary of Contents

  • The Acquisition Process
  • Due Diligence
  • Transferee Liability in Asset Sales
  • Employee Benefits Considerations
  • Hart-Scott-Rodino Notification
  • Securities Law Implications
  • Representations
  • Opinions of Counsel
  • Consulting and Employment Agreements
  • Other Labor and Employment Issues
  • Environmental Considerations in Buying and Selling a Business
  • Tax Considerations
  • Subject Index

All attendees will receive the course book as a digital download.

Recorded in October 2023.

Faculty

Curtis Golkow Esq.

Mr. Golkow is the founding member of Golkow Business Law LLC, a boutique law firm devoted to business, securities and finance law. For more than 35 years, his practice has concentrated heavily on mergers and acquisitions, joint ventures and strategic alliances, capital-raising and other financing transactions, employment and compensation arrangements, and a wide array of other business and commercial matters. Mr. Golkow regularly counsels clients in the development and implementation of strategic plans, including business plans for start-up and expansion stage companies and succession plans for family businesses. He devotes a substantial portion of his practice to handling business divorces, often involving complex issues of corporate governance. He is a member of the American Bar Association and Philadelphia Bar Association, where he served on the Executive Committee of the Business Law Section and is a former Chair of its Mergers & Acquisitions Committee. Mr. Golkow is a frequent speaker and lecturer on business law topics. He received his J.D. in 1988 from the University of Pennsylvania Law School, where he was a Senior Editor of the Journal of International Business Law, and received his B.S. in Economics, cum laude, in 1985 from the Wharton School of Business, University of Pennsylvania.

Carrie Amezcua Esq.

Ms. Amezcua is
Counsel in the Philadelphia office of Buchanan Ingersoll & Rooney
PC, where she focuses her practice in antitrust and trade regulation
counseling and transactions. She counsels clients on a variety of antitrust
matters, including pricing policies, joint ventures, exclusive contracts,
distribution practices, patent misuse, and state action immunity experience
in a wide range of industries, including health care, pharmaceuticals,
intellectual property, and consumer products. She also handles antitrust
aspects of mergers and acquisitions. She expertly handles the nuances of
pre-merger notification filings and explains the requirements in plain
English. From an antitrust perspective, Carrie has advised clients on proper
transaction and integration planning, transaction structure, due diligence
and “clean team” procedures, minimizing risks of an FTC or DOJ investigation,
and responding to FTC, DOJ or state agency requests for information. Carrie
also has experience guiding clients through responding to Second Requests,
Subpoenas, Civil Investigative Demands, Requests for Production and
Interrogatories from DOJ, FTC, and private litigants in connection with
challenges to transactions. In addition, she has experience in antitrust litigation
in a variety of industries and venues, having litigated a hospital merger
through the FTC Part 3 Administrative Hearing process through to the Sixth
Circuit and litigating a patent misuse claim in the International Trade
Commission. Ms. Amezcua has also defended clients against Sherman Act Section
1 and Section 2 claims filed in federal court. In addition, she has
significant experience in complex e-discovery issues, including collecting
from individuals outside the United States and forensic collection and
production issues.

Steven Smith Esq.

Mr. Smith is a shareholder with the Philadelphia office of the law firm of Buchanan Ingersoll & Rooney PC. He is a member of the Firm’s Corporate Group. He acts as an outside general counsel to a diverse group of small and middle-market companies. He handles a full spectrum of services for corporate clients including various aspects of business formation, planning, financing and transactions; mergers and acquisitions transactions; monetization of assets of municipalities; public private partnerships; the private placement of debt and equity securities; and matters involving shareholder divorce and executive and incentive compensation. He is also a member of the Firm’s Opportunity Zones Team. He also provides counsel to a wide variety of non-profit organizations, which includes practice before the Orphans’ Court. He is involved in structuring and documenting real estate acquisitions, sales and financing as well as commercial leasing. He also provides wealth and succession planning services, as well as counsel on federal, state and local tax planning and representation. He is a 1984 graduate of Villanova University School of Law. He attended Drexel University for his undergraduate education, earning his bachelor of science degree in 1981. Mr. Smith is a certified public accountant in the state of Pennsylvania (currently in inactive status).

Justin Watkins Esq.

Mr. Watkins is a partner in Faegre Drinker’s Corporate and Securities Practice Group in Philadelphia, where he focuses his practice on mergers and acquisitions, divestitures, public company reporting obligations, and general business counseling. He represents public and private companies in mergers, acquisitions, divestitures and other corporate transactions, and advises clients on all forms of commercial contracts, including intellectual property and technology-related agreements, on corporate governance and on other matters relating to business formation and operation. Prior to his law career, he worked as a research scientist at Taylor Technology, Inc. in Princeton, New Jersey and as a senior research assistant in the Department of Physiology at Amylin Pharmaceuticals, Inc. in San Diego, California. He also was the associate director of Intellectual Property at the University of Pennsylvania’s Center for Technology Transfer. Mr. Watkins is admitted to practice law in Pennsylvania. 


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