MCM Capital Educational Video Series - What are the Most Commonly Negotiated Legal Terms when Selling a Business?

Discussion topics include:

• High level overview of an M&A due diligence timeline. (:50)
• What is the difference between an asset transaction and a stock transaction? (3:55)
• What is a 338(h)(10) and what does it help accomplish from a tax perspective? (6:10)
• What protections are available to minority shareholders? What protections should business owners retaining a minority stake in the new business focus on in negotiations?  (7:27)
• What if a minority shareholder disagrees with the majority on the timing of an exit? (10:20)
• What are the most heavily negotiated terms during M&A due diligence? Discussion of representations and warranties, indemnification, non-compete, non-solicitation, and confidentiality. (11:30)
• Key terms when negotiating a post-transaction employment agreement. (16:09)
• What is an incentive compensation plan and what does it accomplish? (18:14)
• Why are non-compete clauses necessary in both acquisition documents and employment agreements? (18:55)
• How do severance negotiations relate to non-compete provisions? (20:44)
• Advice for business owners thinking about selling their business from a legal negotiation standpoint. (21:19)