POST TOPIC SALES

Part of the BUSINESS TRANSITION AND EXIT PLANNING 2015

Series

Premier Date: December 17, 2015

POST SALE TOPICS

MEET THE FACULTY

PANELISTSIke Devji Lodmell & Lodmell, P.CTrisha Lotzer Lotzer Law

POST SALE TOPICS

MODERATORJonathan Friedland,

Sugar Felsenthal Grais & Hammer

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Practical and entertaining education for business owners and executives, Accredited Investors, and their

legal and financial advisors.

For more information, visit www.financialpoisewebinars.com

DISCLAIMER:

THE MATERIAL IN THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY. IT SHOULD NOT BE CONSIDERED LEGAL ADVICE. YOU SHOULD CONSULT WITH AN ATTORNEY TO DETERMINE WHAT

MAY BE BEST FOR YOUR INDIVIDUAL NEEDS

POST SALE TOPICS

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ABOUT THIS EPISODE

POST SALE TOPICS

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This webinar will help business owners and their trusted advisors anticipate post sale issues that may arise. Some may be directly related to the deal, such as potential disputes over the sale. Other issues may relate to investment advice and estate planning.

ABOUT THIS SERIESPOST SALE TOPICS

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Hundreds of thousands of businesses are bought and sold each year. Most sellers, while successful business owners, are not expert at the “art of the deal.” That is, while they know their business inside and out and are sophisticated on matters related to it, most simply don’t have experience in selling a business. From how to market a business (do you hire a business broker or I Banker?) to how to structure the ultimate deal (asset sale v. stock sale), and all the issues in between (how do you value your business? Explaining what an earn-out is and when to use one), this series will cover issues that ever business owners should understand before selling a business.

As with all Financial Poise webinars, each episode in the series is designed to be viewed independently of the other episodes: think sitcom rather than soap opera.

EPISODES IN THIS SERIES

EPISODE #1 Business Valuation Explored 4/23/15

EPISODE #2 How to Get a Business Ready for Sale 5/21/15

EPISODE #3 The Marketing Stage of Selling Your Business 6/18/15

EPISODE #4 Letter of Intent Stage 9/17/15

EPISODE #5 Closing Stage 10/15/15

EPISODE #6 All about ESOPS 11/19/15

EPISODE #7 Post Sale Topics 12/17/15

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POST SALE TOPICS

(Dates below are premier dates; all webinars also available on demand)

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COMPREHENSIVE EXIT PLAN

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INGREDIENTS OF A SUCCESSFUL EXIT

• An Exit Plan based on the owner’s objectives

• An experienced team of advisors to design and implement the plan

• Well defined process

• Cash flow and a quantified business value

• A strong management team in place

• Time

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Insurance

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Loss insurance:  protects seller form any unforeseen events like, fires, floods, theft, embezzlement etc.

  EPLI insurance:  some workers may sue out of panic; well-

drafted employment manuals also key

 Liability:  should be in place/reviewed prior to the sale and should include D&O and tail coverage

Common Mistakes Sellers Make (according to Devji):

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1. Failure to be independently represented

2. Not knowing what your business is really worth

3. Failure to keep the negotiations confidential

4. The fourth common legal mistake, Devji writes, is “failing to protect your assets.”

a. Not being adequately insured for traditional malpractice (or E&O, etc.)  after sale/retirement

b. Not protecting sale proceeds from the buyer

Insurance Alone is Not Enough

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Porous policies

Unexpected exclusions

Uninsurable risks

Insurer solvency

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Lawsuits Target “Deep Pockets”

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“How a jury decided that a coffee spill was worth

$2.9 million”- Wall Street Journal, September 1994

“Dry cleaners sell shop shredded by $67M

lawsuit”- Washington Post, September 2007

An Ohio jury recently ruled Cleveland doctor liable for $3.5

million because he didn’t do enough to help patient lose

weight and stop smoking, thus avoid a heart attack.

American Medical News, May 2013

Texas woman left a smoldering cigarette in car, car burst into

flames. Sued tobacco company for failing to design a cigarette

that would stop burning.

- Fort Worth Star-Telegram, October 2003

Asset Protection Planning:a Critical Part of a Financial

Plan

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Investments

Insurance

Funding education

Planning for income in retirement

Minimizing taxes

Saving for retirement

Asset protection

Estate planning

Appropriate Asset Protection Can Help You …

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Appropriate Asset Protection Can Help You …

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Appropriate Asset Protection Does Not Help You…

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Basic v. Complex Asset Protection Techniques

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Basic Complex

Buy appropriate insurance Isolate assets

Title assets with care Trusts

Use homestead exemptions

Protect retirement and college savings

Incorporate

Clarification of Some Common Misconceptions About Retirement

Accounts

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Type of retirement account

Inside bankruptcy? Outside bankruptcy

ERISA plans:401(k), pension, profit sharing, ESOP

Full protection Full protection

Rollover IRA, SEP IRA, SIMPLE IRA, most 403(b) plans, Individual 401(k)

Full protectionNot protected at federal level, may receive protections at state level

Traditional and Roth IRA

Protected up to $1 million

Not protected at federal level, may receive protections at state level

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Isolation of Assets -- Example

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LLC#1Real Estate

LLC#2Equipment

Medicalpractice

Trusts and Asset Protection

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Revocable Living Trusts

Asset Protection

Trusts

Third-Party Protective

Trusts

Key Legal Issues Surrounding APTS

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Key Take Aways

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MORE ABOUT THE FACULTYJONATHAN FRIEDLAND

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jfriedland@sugarfgh.comJonathan Friedland is a partner with Sugar Felsenthal Grais & Hammer.

Jonathan P. Friedland is well recognized as a lawyer’s lawyer. Clients turn to Jonathan with their most challenging restructuring and business matters. In addition to counseling privately owned businesses in their acquisition and divestiture transactions, Jonathan is highly regarded for serving as outside general counsel to closely-held companies and their principals. In addition, he frequently serves as co-counsel to other law firms whose clients are facing financial distress. Jonathan’s practice is national, regional and local in scope. He is licensed to practice law in Arizona, Illinois, New Jersey and New York.Jonathan’s practice includes representing private equity funds and other investors in mergers and acquisitions activities. Additionally he advises clients about fiduciary duties and helps structure relationships between shareholders, LLC members and joint venturers. He counsels on succession planning, , employee matters and a host of other corporate matters. During the course of his representation, Jonathan is frequently engaged in negotiating loans and equipment leases and general contract issues.In his extensive restructuring and insolvency work, Jonathan as guided scores of companies through challenging financial situations, including Chapter 11, assignments for the benefit of creditors and out-of-court workouts. For over two decades, he has also represented buyers of distressed assets and creditors and creditor committees against distressed business.Jonathan is a highly regarded author, editor and speaker. He has authored more than 100 published articles in professional journals. He also has been profiled, interviewed and/or quoted in such publications as Buyouts Magazine, The M&A Journal, Inside Counsel, LAW360,Business Week.com, The Bankruptcy Strategist, Dow Jones Daily Bankruptcy Review; Dow Jones LBO Wire, and The Daily Deal.Jonathan is lead author of Strategic Alternatives for Distressed Businesses, and Commercial Bankruptcy Litigation treatises, published by West, and the general editor of A Comparison Shopping Guide for 363 Sales, published by the American Bankruptcy Institute.Jonathan is also the founder and chairman of DailyDAC, LLC, d/b/a Financial Poise™, an on-line provider of continuing education, information, and business intelligence for business owners, investors, and their trusted advisors. He is also on the editorial board of “The Corporate Counselor.”

MORE ABOUT THE FACULTYIKE DEVJI

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Ike Devji has spent over a decade as an Asset Protection only lawyer and helps protect a national client base of thousands of clients representing nearly $6 Billion in personal assets. His practice centers on proactively identifying and managing risks and liabilities and implementing legal structures that add surety to his clients plans and wealth.Mr. Devji is the former managing attorney of one of the United States’ largest Asset Protection only law firms, Lodmell & Lodmell, P.C and is currently of-counsel with the firm. He is also of-counsel with the leading multi-state law firm of Davis Miles McGuire Gardner, where he established formal practice groups in the areas of Asset Protection and Wealth Preservation.He is a noted educator and author on the subjects of risk management, wealth preservation, asset protection and business law with hundreds of bylines in diverse publications including WORTH, Advisor Today, a dozen medical journals including Physicians Practice, Public Accountant, Financial Consultant, Life Insurance Selling magazine to name just a few. Ike is also a contributing author to the book, “Optimal Financial Health: The Doctor's Essential Wealth Management and Preservation Handbook” and several other forthcoming books on Risk Management and Asset Protection for HNW physicians.Ike Devji is also a frequent provider of continuing education (CME, CLE, CE) for medical practice groups, other attorneys, CPAs and financial advisory groups. He has been rated “10.0, Superb” by AVVO for 5 years in a row, was voted into Arizona’s Finest Lawyers, has been named among WORTH magazines “Leading Wealth and Legal Advisors” and featured in the Wall St. Journal among other distinctions.

id@thewealthy100.com

MORE ABOUT THE FACULTYTRISHA LOTZER

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Ms. Lotzer's expertise as an entrepreneur as well as her fifteen years of experience as a corporate and healthcare attorney make her an exceptional resource for business clients and healthcare practice owners. She began her career in corporate and healthcare law with in-house counsel positions at the University of California San Francisco Medical Center and Mercer Advisors before launching her own companies, the Lotzer Law Group, PC and Yogattorneys, LLC in 2008 and Ideal Transitions, Inc. in 2011. The Lotzer Law Group, PC is dedicated to achieving exceptional results and solutions for business owners, doctors, dentists, veterinarians, optometrists, nonprofits and first-time entrepreneurs. Ideal Transitions, Inc. provides business valuations, practice appraisals, brokerage and business transition consulting services including buyer and seller-side representation, mergers, business divorce and dissolutions. Trisha is an attorney licensed in California (1998) and Arizona (2007) and a contributing expert for publications including Entrepreneur.MD, Physicians Practice Journal, Arizona Society of CPAs and the Society of Physician Entrepreneurs (SoPE) Blog. You can read more about Trisha and find articles and resources for your business on her Business Law Blog.

trisha@idealtransitions.com

www.financialpoisewebinars.com

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The ChamberWise™ Education Consortium is a resource for Chambers of Commerce to provide its members with valuable member benefits by offering relevant business education webinars; and generate revenue for the Chamber as well.

www.chamberwise.org29

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About Financial Poise™

DailyDAC, LLC, d/b/a Financial Poise™ provides continuing education to business owners and executives, investors, and their respective trusted

advisors. Its websites, webinars, and books provide Plain English, sometimes entertaining, explanations about legal, financial, and other subjects of

interest to these audiences.

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IMPORTANT NOTE:

THE MATERIAL IN THIS PRESENTATION IS FOR GENERAL EDUCATIONAL PURPOSES ONLY. IT SHOULD NOT BE CONSIDERED LEGAL, INVESTMENT, FINANCIAL, OR ANY OTHER TYPE OF ADVICE ON WHICH YOU SHOULD RELY.YOU SHOULD CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS. 33