COURSE DESCRIPTION
Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company. But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees. This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.
Day 1:
- Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques
- Special considerations when the divorce involves LLCs, S Corps or partnerships
- Valuation methods and disputes in a business divorce
- Techniques for financing a buyout as part of a business divorce
- Minimizing adverse tax consequences in a business divorce
Day 2:
- Compensation and retirement plan-based techniques for accomplishing a business divorce
- Special issues when a business divorce involves a distressed business
- Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce
- Important intellectual property issues, including customer lists, goodwill and trade secrets
- Preservation of valuable tax attributes
Speakers:
Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.
Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses.