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Pennsylvania lawyers can
to 4 of the required 12 annual CLE credits by distance learning,
(online CLE, podcasts, or call-in CLE). Distance learning credits can
NOT be carried forward into your next compliance period.
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This is an innovative program for the business practitioner involved in the sale of a business. Whether you represent the buyer or seller in a transaction, you want to make sure that the business is solid, that the deal and accompanying documents are handled properly and that nothing will come back to haunt you down the road.
Using a hypothetical fact pattern, our experienced faculty works through the sale and purchase of a business, offering practical advice at each step of the process for both parties. They highlight often overlooked problem areas, discuss potential pitfalls and propose constructive solutions. Independent counsel also offers advice on the tax ramifications and issues that must be dealt with in such a transaction.
The course at a glance:
The Acquisition Process (15 min.) Client objectives; assembling the team; the sale process
Structuring the Deal – Non-Tax Aspects (25 min.) Asset vs. equity sale or merger; ancillary transactions; requisite consents; successor liability
Structuring the Deal – Tax Aspects (35 min.) Asset vs. equity sale or merger; allocation of consideration; Section 338(h)(10) election; earn-outs
Letter of Intent (25 min.) Binding vs. non-binding; no-shop and other restrictions
Due Diligence (10 min.) Non-disclosure agreements; areas to investigate; managing information flow
The Acquisition Agreement (100 min.) Deal terms; representations and warranties; disclosure schedules; pre-closing conditions; pre- and post-closing covenants; indemnification; dispute resolution
Special offer to persons taking this online course: ask PBI to ship the PBI Press book to you for $30 (1 Page, 62 KB)
Course Outline (Slides in Note-Taking Format) (14 Pages, 139 KB)
Written Materials (504 Pages, 8 MB)
Handout (Supplemental Materials) (6 Pages, 41 KB)
Forms (compressed folder) (152 KB)
Major Ethics Rules Changes (Rev. August 2009) (ETHICS COURSES ONLY) (2 Pages, 26 KB)
"I enjoyed the program very much and found it an excellent review and update of the subject. I thought that the speakers were very good and that the format of the program was very good. I practice law in Florida but am also admitted in PA. A year of so ago I took a video replay PBI course at your center in Mechanicsburg. It was also excellent. I think that PBI is providing an exceptional service to PA lawyers. The Fla Bar and the county bar associations have some courses like PBI but you can not find them in one place or as easily as at the PBI. With Best Regards, Chuck Sieck PA Attorney No. 22114" (Boca Raton, FL)
"helpful" (Meadowbrook, PA)
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