Closely Held Company Merger Acquisitions Part 1



  • Available Until 6/12/2021
  • Next Class Time 1:00 PM ET
  • Duration 60 min.
  • Format MP3 Download
  • Program Code 0118372
  • Activity Code:   213151
  • MCLE Credits 1 hour(s)

Course Price: $75.00


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Planning and drafting for the sale of a closely held company is unlike the sale of public companies.  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.  The companies are often financially structured to benefit a few shareholders, frequently members of a family, and require their financial statements and distribution policies to be normalized.  There are can 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 or workplace relationships.  This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely-held businesses. 

Day 1 – June 12, 2018:

  • Major considerations in planning and drafting the merger or sale of a closely held company
  • Confidentiality considerations in the sale and negotiation process
  • How due diligence differs in the closely held companies – financial, operational and workforce red flags
  • Types of transactions (stock v. asset) and forms of consideration (cash v. equity v. asset exchanges)
  • Valuing profitable companies in illiquid markets
  • Use or of “earnouts” to bridge the gap in valuation

Day 2 – June 13, 2018:

  • Reps, warranties, indemnity and baskets – drafting 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: Tyler J. Sewell is a partner in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions.  He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions.  He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.