Selling and Transferring Business Interests

Roger J. McClure
Roger J. McClure
Washington Wealth Counsellors PC

Roger J. McClure has been an attorney practicing business and regulatory law for over forty years. He started his career with mega cases in the Bureau of Competition (Anti-Trust) of the Federal Trade Commission and later represented public utilities in national rate and allocation proceedings before the Federal Energy Regulatory Commission.

Noel D. Humphreys
Noel D. Humphreys
Connell Foley LLP

Noel D. Humphreys, Of Counsel at Connell Foley LLP in Roseland, New Jersey, focuses on business transactions, lending transactions, organizational governance, and intellectual property.

Live Video-Broadcast: June 30, 2022

Selling and Transferring Business Interests

$245.00 4 hour CLE

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Program Summary

Session I – Buying, Selling and Merger of Privately Held Business – Roger J. McClure

The buying, selling and merger of interests in privately held business may have complex business, tax and regulatory issues, but also human dynamics of entrepreneurs. This program will cover asset or stock sales and mergers of C or S Corporations, LLCs and Partnerships; documentation regarding letters of intent, contract negotiations, due diligence and closing of the transactions; the tax and planning considerations for the buyer, the seller and merger participants; and post-closing enforcement of confidentiality and non-compete restrictions. It will concentrate on practical tips of dos and don’ts learned in the trenches.

Key topics to be discussed:

  • Asset or stock sales and mergers of C or S Corporations, LLCs and Partnerships
  • Documentation regarding letters of intent, contract negotiations, due diligence and closing of the transactions
  • The tax and planning considerations for the buyer, the seller and merger participants; and post-closing enforcement of confidentiality and non-compete restrictions
  • Practical tips of dos and don’ts learned in the trenches

Session II - Right of First Refusal & Right of First Offer in LLC Operating Agreements – Noel D. Humphreys

In closely held LLCs, we want to keep control over who our partners are. We’ll discuss what transfer restriction features we need in an operating agreement to make that a realistic goal and what are some tax impacts of those features.

Key topics to be discussed:

  • When to Use these Provisions
  • Thinking About Mechanics
  • What Is the Trigger?
  • What About an Offer with Complicated Terms?
  • Drafting Mistakes to Avoid
  • How Do Drag-Along Rights & Tag-Along Rights Fit In?
  • Negotiating Price of Ownership Interest - Mistakes to Avoid

This course is co-sponsored with myLawCLE.

Date / Time: June 30, 2022

  • 12:00 pm – 4:30 pm Eastern
  • 11:00 am – 3:30 pm Central
  • 10:00 am – 2:30 pm Mountain
  • 9:00 am – 1:30 pm Pacific

Choose a format:

Live Video Broadcast/Re-Broadcast: Watch the Program "live" in real-time, must sign-in and watch the program on the date and time set above. May ask questions during presentation via chat box. Qualifies for "live" CLE credit.

On-Demand Video: Access CLE 24/7 via the on-demand library and watch the program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 5 business days after the original recording date and are viewable for up to one year.

Closed-captioning available

Speakers

Roger-J.-McClure_Washington-Wealth-Counsellors-PC._myLawCLERoger J. McClure | Washington Wealth Counsellors PC

Roger J. McClure has been an attorney practicing business and regulatory law for over forty years. He started his career with mega cases in the Bureau of Competition (Anti-Trust) of the Federal Trade Commission and later represented public utilities in national rate and allocation proceedings before the Federal Energy Regulatory Commission. Since starting his own practice, he has been involved in the structuring of Corporations, LLCS, and partnerships in Virginia, Delaware and other jurisdictions. He has served as counsel in transactions and litigation totaling more than over $700,000,000; private securities offerings; sales, purchases and mergers of businesses; multi-generational planning for family businesses; and IRS tax audits and appeals.

He has served as the President of the Northern Virginia Apartment Association and the Northern Virginia Estate Planning Council. He served ten years as an elected state representative in the Virginia House of Delegates. He has published several books and usually conducts ten or more national presentations on business and estate planning per year. He holds a JD cum laude from the Ohio State School of Law.

 

Noel-D.-Humphreys_Connell-Foley-LLP_myLawCLENoel D. Humphreys | Connell Foley LLP

Noel D. Humphreys, Of Counsel at Connell Foley LLP in Roseland, New Jersey, focuses on business transactions, lending transactions, organizational governance and intellectual property. He advises on transactions that often involve leveraging the value of patents, trademarks, copyrights and trade secrets, and he has a particular interest in privacy issues and data protection. He attended DePauw University, obtained a masters in Journalism at the Columbia University Graduate School of Journalism and received his J.D. from Harvard Law School. He is admitted in New York and New Jersey.

Agenda

Session I – Buying, Selling and Merger of Privately Held Business | 12:00pm – 2:10pm

  1. Asset or stock sales and mergers of C or S Corporations, LLCs and Partnerships | 12:00pm – 12:30pm
  2. Documentation regarding letters of intent, contract negotiations, due diligence and closing of the transactions | 12:30pm – 1:00pm

Break | 1:00pm – 1:10pm

  1. The tax and planning considerations for the buyer, the seller and merger participants; and post-closing enforcement of confidentiality and non-compete restrictions | 1:10pm – 1:40pm
  2. Practical tips of dos and don’ts learned in the trenches| 1:40pm – 2:10pm

Break | 2:10pm – 2:20pm

Session II – Right of First Refusal & Right of First Offer in LLC Operating Agreements | 2:20pm – 4:30pm

  1. When to Use these Provisions | 2:20pm – 2:40pm
  2. Thinking About Mechanics | 2:40pm – 3:00pm
  3. What Is the Trigger? | 3:00pm – 3:20pm

Break | 3:20pm – 3:30pm

  1. What About an Offer with Complicated Terms? | 3:30pm – 3:45pm
  2. Drafting Mistakes to Avoid | 3:45pm – 4:00pm
  3. How Do Drag-Along Rights & Tag-Along Rights Fit In? | 4:00pm – 4:15pm
  4. Negotiating Price of Ownership Interest – Mistakes to Avoid | 4:15pm – 4:30pm