Mergers and Acquisitions for Small Businesses: Strategies and Techniques

Small business acquisitions occur with high frequency, but based on buyer and seller needs these transactions may not follow the same rubric as larger transactions.  Sellers often create such businesses from scratch without legal guidance, creating deficits in chains of title, unfriendly lease provisions, and years-old UCC filings, each of which can bring a quick end to a deal.  Small business owners need substantial guidance through transactions, while attorneys must have an eye towards nominal redlines that can quickly bring pencils down.

This course will cover a handful of key areas of special importance to small business M&A transactions, including: due diligence steps and considerations; tax implications of deal structures and allocations, including opposing incentives; key provisions in commercial leases that can impact each party; and techniques to ensure intellectual properties follow the transaction.

Learning Objectives:

1. Prepare advance due diligence for prospective sales

2. Explore tax implications of proposed and ideal transaction structures for clients

3. Identify tax implications of deal structures and allocations

4. Identify key lease provisions which could prove problematic for departing sellers as well as incoming buyers

5. Utilize techniques to ensure intellectual properties follow the transaction