Faculty Course Information

Online Seminar

Pennsylvania Business Acquisitions From Start to Finish

Deepen Your Understanding of Business Acquisitions

Division
NBI (100165)
Event Date
04/25/2025
Event Time
9:00 AM - 4:30 PM EDT
Event Planner
Nicole Vandermoss
Email
nicole.vandermoss@nbi-sems.com
Phone
(715) 835-8525

Program Description

Deepen Your Understanding of Business Acquisitions

Whether your client is the buyer or the seller, being knowledgeable of the entire acquisition process is a must. Add to the value you bring your client by learning about the various methods of business valuation, and how to determine which tax structures will benefit them the most. Join us for this important online seminar and learn from our experienced faculty as they walk you through real-world examples of everything from drafting that first teaser summary to complex acquisition agreements. Register today!

  • Enhance your knowledge of the overall buying and selling process.
  • Find out how to calculate a business's value.
  • Gain a clear understanding of the tax saving strategies available to your client.
  • Master the skill of structuring purchase agreements, including stock and asset purchase agreements.
  • Confidently advise your client on how to handle existing contracts in an acquisition.
  • Safeguard against ethical violations by avoiding conflicts of interest.

Who Should Attend

This basic level online seminar was designed for the following professionals:

  • Attorneys
  • Accountants
  • Paralegals
  • Lenders and Loan Officers

Course Content

  1. Vital First Steps of an Acquisition
  2. Traditional and Alternative Financing Options
  3. Business Valuation: What You Need to Know
  4. Tax Saving Structures and Strategies
  5. Structuring and Drafting the Acquisition Agreement
  6. Ethics in Business Acquisitions

Agenda / Content Covered

All times are shown in Eastern time.
  1. Vital First Steps of an Acquisition
    9:00 - 10:00, Chad M. Cowan
    1. Creating a Non-Disclosure Agreement
    2. Drafting the Letter of Intent (LOI)
    3. Conducting Due Diligence - Assembling a Team of Experts and Due Diligence Request Lists
  2. Traditional and Alternative Financing Options
    10:00 - 11:00, Joel Ruffini
  3. Business Valuation: What You Need to Know
    11:15 - 12:15, Mark S. Cherry
    1. Understanding the True Value of a Business
    2. Models, Formulas, and Techniques of Business Valuation
    3. Asset-Based Approach - Real-World Examples
    4. Income Statement Approach - Real-World Examples
    5. Market-Based Approach - Real-World Examples
  4. Tax Saving Structures and Strategies
    1:15 - 2:15, Anthony H. Chwastyk
    1. Tax Efficient Structures
    2. Taxable, Tax-Free, and Tax-Deferred Transactions
    3. Mitigating Tax Liability
    4. Tax Evasion vs. Tax Avoidance
  5. Structuring and Drafting the Acquisition Agreement
    2:30 - 3:30, Anthony H. Chwastyk
    1. Stock and Equity Purchase Agreements
      1. Securities Law Issues
      2. Go Shops vs. No Shops
      3. Combination of Sale and Redemption
      4. Imputed Interest
      5. Review and Analysis of a Real-World Acquisition Agreement
    2. Asset Purchase Agreements
      1. Sale of Sole Proprietorship
      2. Capital Losses
      3. Retention of a Holding Company
      4. Review and Analysis of a Real-World Acquisition Agreement
    3. General Considerations
      1. Method of Payment
      2. Representations and Warranties
      3. Earnouts
      4. Purchase Price Adjustments
      5. Indemnification, Escrow, and Setoff
      6. Employee Benefits
      7. Covenants and Conditions
      8. Pre-Closing, Closing, and Post-Closing Considerations and Checklists
  6. Ethics in Business Acquisitions
    3:30 - 4:30, Anthony H. Chwastyk
    1. Who is the Client?
    2. Commitment to Confidentiality
    3. Breach of Fiduciary Duty
    4. Clearly Defining the Role of an Advisor to Avoid a Conflict of Interest
    5. Joint Representation

Materials Due Date: 03/21/2025


Materials

If you're covering any of the following topics, you must include the (identified) sample documents with your materials:

  • V. Structuring and Drafting the Acquisition Agreement (sample Acquisition contract provisions)

Attendees love forms! Even if your topics are not above - if you can think of any templates, checklists, letters, agreements, provision language, reports, and legal and tax forms that are appropriate for your topic - you are encouraged to provide them.

Event Materials Support

Email: eventmaterials@nbi-sems.com

Phone: (800) 777-8707



Mark S. Cherry is a self-employed attorney and certified public accountant in a general practice law firm in Cherry Hill, New Jersey. His firm has extensive experience in foreclosure prevention, real estate, tax law, and bankruptcy law. Mr. Cherry is admitted to practice in New Jersey, Pennsylvania, federal district courts, bankruptcy court, Federal Court of Appeals, and U.S. Tax Court. He is also qualified as a Certified Valuation Analyst (CVA) in business valuation and a Master Analyst in Financial Forensics (MAFF). Mr. Cherry is a member of the American Institute of Certified Public Accountants (AICPA) and American Association of Attorney-Certified Public Accountants (AAA-CPA). He earned his J.D. degree from the Delaware Law School of Widener University and his B.B.A. degree from Temple University (Moot Court Honor Society).

Anthony H. Chwastyk is a partner with the Philadelphia office of Cohen Seglias Pallas Greenhall & Furman PC. As trusted corporate counsel to companies in highly regulated and growing industries such as healthcare and e-commerce, he helps clients navigate compliance and regulatory challenges so they can focus on innovating and expanding their businesses. Mr. Chwastyk's experience as corporate counsel to privately held organizations gives him a unique perspective when working with in-house attorneys and operational teams. He reviews, negotiates, and implements high-value software agreements, vendor contracts, real estate transactions, and financing arrangements. Before joining Cohen Seglias, Mr. Chwastyk served as corporate counsel for a large New Jersey-based nonprofit healthcare system, and as general counsel to a mid-sized New Jersey industrial supplier. During that time, he handled matters related to real estate, healthcare, IT, international law, and intellectual property. Mr. Chwastyk is admitted in Pennsylvania and New Jersey. He earned his B.A. degree, summa cum laude, from La Salle University and his J.D. degree, cum laude, from Drexel University Thomas R. Kline School of Law.

Chad M. Cowan is a member of the Pennsylvania office of Cozen O'Connor. He is a seasoned transactional attorney with experience representing a wide variety of clients, including Fortune 500 companies, private equity owned enterprises, venture capital backed entities, and family owned businesses. Mr. Cowan has represented cutting-edge technology companies in such industries as robotics, 3-D printing, mobile application, telemedicine, data analytics, and e-commerce. He has also represented consumer product manufacturers, engineering firms, auto parts distributors, nursing home operators, and companies in the food and beverage industry. Mr. Cowan earned his bachelor's degree, cum laude, from the University of Georgia and his J.D. degree, cum laude, from the University of Pittsburgh School of Law. While in law school, he was the research editor for the University of Pittsburgh Law Review.

Joel Ruffini practices in the area of corporate law, representing entrepreneurs and emerging growth companies from entity formation through exit, and investors in financing transactions. Mr. Ruffini regularly represents startups and investors in capital raising transactions, including angel, seed, venture capital, growth equity, and strategic financing transactions. He has counseled startups and investors in hundreds of early-stage financing transactions using convertible notes, SAFEs, and preferred equity structures. As counsel to emerging growth companies, Mr. Ruffini helps companies with commercial contracts, corporate governance, and other issues they face in their business operations. A significant portion of his practice involves advising venture capital funds, private equity funds, crossover funds, and other institutional investors in connection with their investments in startups and other growth stage private companies. Mr. Ruffini's private equity experience includes growth equity investments, secondary sale transactions, recapitalization transactions, structured equity investments, buyout transactions, minority equity investments, and other complex financing transactions. In addition to his experience in investment transactions, he also represents buyers and sellers in a variety of mergers and acquisitions and other corporate transactions. Mr. Ruffini earned his B.A. and B.S. degrees from University of Minnesota and his J.D. degree from Drexel University, Thomas R. Kline School.

Accreditation

Email: credit@nbi-sems.com

Phone: (866) 240-1890

Customer Service

Email: customerservice@nbi-sems.com

Phone: (800) 930-6182

Event Materials Support

Email: eventmaterials@nbi-sems.com

Phone: (800) 777-8707


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