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Selling a company

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Training course summary

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The objective of a seller should be to achieve the highest price subject to the least onerous terms and to walk away from a transaction with measurable and finite liabilities. This course examines common errors and pitfalls in the disposal process and emphasises strategies for realising a maximum value for a seller whilst limiting the legal redress of a buyer. Procedures for valuing a company and for the planning, negotiation and execution of its sale are described together with the meaning and effect of representations, warranties and indemnities. The course also reviews the structuring of consideration (including earn-outs) and the principal related legal documentation necessary to complete a sale.

Regions:
  • All Areas
Delivery:
  • In House
Category:
Difficulty:
  • Intermediate

Further Details

The following sets out the content of the course in the approximate order in which it will be discussed during the day. Introduction • Typical mistakes in disposals • Preliminary considerations • Rationale for selling Valuation • Initial guidelines • NAV and DCF • Price/earnings ratios • Valuation by comparison Pre-sale planning • Appointment of advisers • Engagement letter and fees • Preparing the company • ‘Sell side’ due diligence • Grooming and separation issues Execution • Finding a buyer • Marketing tactics • Auctions • Presenting the information Documentation • Confidentiality Letter • Information Memorandum • Letter of intent & heads of agreement • Lock-in & lock-out agreements Negotiation • Initial negotiations • Consideration • Earn-outs • Later negotiations • Completion Legal considerations • Unprofessional tactics • Representations, warranties and indemnities • Disclosure • Limitation of seller’s liability • Sale & Purchase Agreement

Guide price

£3,200 per day + VAT

 

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