Don’t Wait! Get Your Legal House in Order Now
This week on “In Process: Conversations about Business in the 21st Century,” Trusted Counsel continues with the next podcast in the series dedicated to the topic of preparing your business for sale. This series leads up to the physical event the firm is hosting at 5:30 p.m., on Thursday, Apr. 19, 2018, in Atlanta titled, "Prepping the Princess for the Party: Is Your Business Ready to Sell?"
Many business owners who have sold a company generally agree that it’s a fairly stressful experience for anyone who's not been through the process before. Sellers typically don't really understand all the complexities, how long it can take, and what actually is involved. While they’re thankful when it gets closed, most sellers don’t relish the overall experience. However, sellers who can get their legal house in order now with the help of good professional support will find the sale process much easier to navigate.
In the second installment of the six-part podcast series, show hosts Evelyn Ashley and John Monahon go inside the firm to speak with two of Trusted Counsel’s law partners, Allen Bradley and Tom Wardell, about the legal side of selling a business―from before a buyer knocks on your door until the final distribution from the sale is made.
“A large issue for a seller is recognizing capital income rather than ordinary income,” said Allen. “Often, when the purchasing price is tied to an earn-out, there can be ordinary income issues. Today there's a 20-point spread in the two tax regimes, so capital gain is very important.”
Unfortunately, sellers often wait to bring in legal counsel once they’ve already gotten a Letter of Intent. That’s a big mistake. Sellers, especially first timers, can benefit greatly from having sound advice not only from the tax perspective but also from the legal side that can help determine the value of a business and identify strengths as well as weaknesses―because those are the things buyers usually focus on.
“There are some fundamental terms within a Letter of Intent,” said Tom. “Price is obviously one of them. Another is the nature of the transaction, for example, is it going to be structured as an asset sale or a stock sale? Will there be a continuation of management. If there are to be down-stream terms, then what are those terms? Sometimes you get further into things like expectations with respect to employment agreements. Usually a Letter of Intent will run two-three pages more or less.”
During the course of the podcast, entrepreneurs, business owners and C-level executives will learn about:
- Often overlooked legal elements in the preparation process
- What to expect during the actual negotiations
- How contracts can be structured
- The importance of network security and privacy to the sale
- How and when to communicate customer information
- Impact of employee incentive packages
- The concept of escrow
Learn about the steps you can take to prepare your business for a sale now or for the future by streaming the conversation in its entirety in the player below, or download it to your mobile device via iTunes. Don’t miss a single episode, subscribe to our show “In Process Podcast” on iTunes to receive this episode as well as future episodes to your smartphone.
“Prepping the Princess” is an invitation-only event for C-level executives and business owners. The event will provide substantive information on the key elements, which most every business should possess, to make it an attractive participant at the sale dance. For more information on the event and to request an invitation, please go to preppingtheprincess.com.