Top 10 Legal Landmines to Avoid When Selling a Business

As lawyers, we often see the results of business owners who fail to prepare in advance for the sale of their business.  It is not what you do in your business, but what you don’t do that becomes an issue during negotiations.  These issues that suddenly arise during a business sale transaction we call “legal landmines” because they can literally blow up a deal.

Based on our experience of working with hundreds of business owners over the past 25 years, we have compiled our top 10 list of legal landmines to avoid when selling a business.  To download a copy of the list, click below.

Top 10 Legal Landmines to Avoid When Selling a Business

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2012 Non-Profit Entrepreneur

IVLO Holiday Card 2012

Happy New Year from Indigo Venture Law Offices!   Each year, IVLO donates to a charitable organization that exemplifies the ideals of what we call an "Indigo Venture," recognizing non-profit entrepreneurs who see new opportunities to improve the world and act on them.  It is our tradition to donate one dollar for each person who receives our email holiday greeting in lieu of mailing the traditional printed holiday card.

This year we recognize Thomas Frey, Executive Director and founder of the DaVinci Institute, and will make a donation to the organization in honor of his entrepreneurial spirit. The DaVinci Institute is a non-profit futurist think tank, headquartered in Louisville, Colorado.

Founded in 1997, the DaVinci Institute, provides an incubator-like community that produces information, events, networking opportunities and idea generation for fledgling entrepreneurs and inventors. “The goal is to understand our future so we can create a better one, for us and our children. This is achieved by helping the struggling business person, artist, visionary or innovator succeed at whatever stage they are in. By facilitating their development DaVinci Institute helps society at large continue on the road to innovation, success and revelation.”

We celebrate Thomas Frey’s entrepreneurial spirit and his commitment to innovation. With great appreciation to all our clients, colleagues and friends, we extend our very best wishes for a Happy New Year!

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Teleseminar: Making Your Business Saleable

Tuesday, December 21

Guest Speaker:
Lorraine McGregor, Partner
Spirit West Management

Topic: Making Your Business Saleable
Date: December 21, 2011 (Wednesday)
Time: 12 pm Eastern /9 am Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=35

Lorraine McGregor

Lorraine Rieger McGregor is the founder of MakeYourBusinessSaleable.com and a partner in Spirit West Management helping businesses grow and attractive to buyers since 1990. She is also the former President of the Association for Corporate Growth (ACG Vancouver Chapter) the leading association for mergers and acquisitions professionals and deal makers in North America.

Having co-founded a software development company and raised more than $1 million, Lorraine understands what it takes to grow a business and make the critical decisions that shape the future.

Seeing clients discouraged because they didn’t know it takes two to four years to prepare a business so it is actually saleable and deal makers frustrated because business owners leave so much money on the table, Spirit West developed the only site on the web that shows owners how to claim their wealth before circumstances end their opportunity. Lorraine holds an MBA from the Segal Graduate School of Business at Simon Fraser University.

 

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Teleseminar: Financial Management for Growth or Sale of a Business

Wednesday, August 24

Speaker:
Michael Gonnerman, Financial Consultant
Author of “Ask Mike”

Topic: Financial Management
Date: August 24, 2011 (Wenesday)
Time: 1 pm Eastern /10 am Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=31

Michael Gonnerman

Mike is a financial guru. He has 43 years experience as
a Director, Advisor, financial consultant, CFO and auditor, and has helped companies deal with issues involving corporate oversight, financial management, financial reporting, forecasting and financing. His financial tools have been adopted by hundreds of companies, and he speaks frequently on finance and entrepreneurship.

His monthly newsletter “Ask Mike” answers tough questions about how to manage corporate cash. A trusted advisor to technology CEOs and investors, Mike is well known for his pragmatic, candid solutions to liquidity and cash management problems.

As a Director or Advisor Mike helps the owners of companies capitalize on their ideas, become market leaders and move into profitable acquisition or an IPO. He frequently serves on the Compensation and/or Audit Committees.  Fifteen of the companies where Mike has been a Director, Advisor or consulting CFO have been sold or went public.

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Teleseminar: Critical Issues for Buying or Selling a Business

Tuesday, August 16

Speaker:
Ira Rashap, Business Broker,
Entrepreneur & Consultant

Topic: Critical Issues for Buying or Selling a Business
Date: August 16, 2011 (Tuesday)
Time: 1 pm Eastern /10 am Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=30

Ira Rashap

Ira Rashap is a business broker with Murphy Business & Financial Corporation, who has helped business owners sell over 200 businesses over the last 17 years.   He previously served as Chief Operating Officers for two business brokerage firms: The Atlantic Group and The Burbank Group.  He started his career as an entrepreneur, owning about a dozen different businesses ranging from clothing importers to restaurants.  He also acquired corporate experience working for Coopers & Lybrand and several franchisors.   Not only has he been successful at closing deals, he has helped hundreds of business owners by providing consulting services and advice that have guided business owners through tough economic times and difficult purchase and sale transactions.

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Teleseminar: Valuation for Mergers & Acquisitions

Tuesday, August 3

Speaker:
Chris Mellen, President
Delphi Valuation Advisors, Inc.
Co-author Valuation for M&A: Building Value in Private Companies

Topic: Valuation for Mergers & Acquisitions
Date: August 3, 2011 (Wednesday)
Time: 1 pm Eastern /10 am Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=29

Chris M. Mellen

Chris Mellen is the president and founder of Delphi Valuation Advisors, Inc. and the Managing Director of Ambus Appraisers, LLC d/b/a American Business Appraisers® National Network, specializing in the valuation of closely held businesses, professional practices and intangible assets. He holds the Accredited Senior Appraiser (“ASA”) and Master Certified Business Appraiser (“MCBA”) designations, and is the first business appraiser in Massachusetts to hold both designations. He also holds the Accredited in Business Appraisal Review (“ABAR”) and Certified Merger & Acquisition Advisor (“CM&AA”) designations. He has an MBA with a concentration in finance from Babson College and a Bachelor of Arts with a major in industrial relations and economics from McGill University.

Chris’ experience includes completion of over 2,000 valuations of such entities and assets. He has performed business valuations over 22 years in a wide range of industries for such purposes as tax planning and compliance, strategic planning, financing, mergers and acquisitions, post-acquisition purchase price allocation, financial reporting (ASC 350/718/805 f/k/a FASB 142/123R/141R), estate planning, exit planning, buy-sell agreements, marital dissolution, shareholder disputes, and appraisal review. Chris currently serves on the Appraisal Issues Task Force and the Editorial Board for Business Appraisal Practice. He has served as Governor of the Northeast Region (New England, New York and Eastern Canada) of the The Institute of Business Appraisers (“IBA”) for six years, on the faculty of the IBA for eight years, on the Qualifications Review Committee for the IBA for six years, and as President of the Boston Chapter of the American Society of Appraisers for one year. He also served as national Chairman of the Business Valuation Committee of BKR International, consisting of approximately 35 accounting and consulting firms across the country for over four years.

Chris has held senior level positions in the valuation departments of two major accounting firms — Tofias, P.C. as a Principal and KPMG as a Director of Valuation Services. In addition, he has published several articles on valuation-related matters, led numerous seminars, and provided expert testimony in court. Finally, Chris is co-author of ASA’s BV301 seminar on Intangible Asset Valuation and of the second edition of the book Valuation for M&A: Building Value in Private Companies. In connection with this book, Chris is co-recipient of the 2010 AM&AA Middle Market Thought Leader of the Year Award, which is designed to honor individuals who have made significant contributions to the middle market M&A advisory profession through the publication of works that promote research, higher standards of excellence, and professional competence.

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Teleseminar: Revenue Growth & Client Acquisition

Tuesday, July 12

Speaker:
Robert Glazer, Managing Director
Acceleration Partners

Topic: Revenue Growth & Customer Acquisition
Date: July 12, 2011 (Tuesday)
Time: 4 pm Eastern /1 pm Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=28

Robert S. Glazer

Robert is a serial entrepreneur and customer acquisition specialist with an exceptional track record of growing revenue and profits for early to mid-stage consumer product and services companies. He has an extensive background in operations, marketing, strategy, and business development with an emphasis on company formation, financing, and revenue growth. In addition to founding Acceleration Partners, he is the founder of the popular consumer product and deal review website Bobby’s Best and of the Business Fundamentals Bootcamp series.

Experienced in taking new ideas from concept to execution, Robert has served as an adviser and consultant to numerous early and growth-stage businesses, many of which have ranked on the Inc 5000’s list of fastest growing companies. Robert’s depth of industry expertise extends to consumer products and services, technology, retail, and clean technology. Prior to founding Acceleration Partners, Robert served as the VP of Corporate Development for Isis Parenting, helping to grow the business from a prototype into a multimillion-dollar, three-center operation in less than three years. Previously, Robert worked for two early-stage venture funds, a strategy consulting firm and founded an online product registration business (BrandStamp).

Robert serves on the Board of Directors of Big Brothers Big Sisters Massachusetts Bay, the Big Brother Big Sister Foundation and is a member and serves on the board of the Boston chapter of EO (Entrepreneur’s Organization). He has also participated in the Rodman Ride for Kids for over 10 years, raising almost $100,000 and founded The Fifth Night charitable event, which expanded to multiple states in its second year. Robert is an avid skier, biker, amateur photographer, and serial home renovator, having recently built a new home for which the plans were made available free online as part of a marketing platform to encourage the adoption of green building practices. Robert received his B.A. with distinction from the University of Pennsylvania.

 

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Teleseminar: Getting Paid Twice – Intangible Capital and Exit Planning

Tuesday, June 21

Speaker:
Michael Oleksak, CMC
Trek Consulting LLC

Topic: Getting Paid Twice – Intangible Capital and Exit Planning
Date: June 21, 2011 (Tuesday)
Time: 4:00pm Eastern /1:00pm Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=25

Michael Oleksak

Michael Oleksak, CMC Michael Oleksak has over twenty-five years of experience as an executive in finance, marketing, sales and strategy. He is co-author of Intangible Capital: Putting Knowledge to Work in the 21st Century Organization (Praeger, 2010). He is also a co-founder of the Exit Planning Exchange (XPX) an organization that focuses on ownership transition for closely held businesses. He is a management consultant (CMC) with Trek Consulting and works with owner-managed businesses in service, technology and knowledge-based businesses. Most assignments are as a CEO advisor to build corporate value and plan strategically to prepare for the owner’s exit at the right time. His commercial lending experience at Bank of Boston and sales background with Thomson Financial contributes to success for clients for revenue growth and the proper financial base.

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Teleseminar: Practical Solutions to Complex Accounting and Tax Problems

Tuesday, June 14

Speaker:
Howard Flitt, Founding Partner
Paresky, Flitt & Company, LLP

Topic: Practical Solutions to Complex Problems
Date: June 14, 2011 (Friday)
Time: 3:00pm Eastern /12:00pm Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=24

Howard Flitt

certified public accountant -cpa- Wayland Ma, Boston MA, Metrowest New EnglandA founding partner of the firm, Howard has over thirty years’ experience as a CPA licensed in Massachusetts. His extensive experience includes accountingtax planning and preparationsuccession planning, and business consulting.

Howard’s diverse client base covers myriad industries, including professional services, software development, real estate, manufacturing, distribution, and recycling. In particular, he has applied his knowledge to evaluating acquisitions and buyouts and setting up valuable tax-saving structures for his clients who export goods and services.

A member in good standing with the MSCPA, Howard is also an AICPA Tax Division Member. In addition, he has served as treasurer of his synagogue and has been active in coaching youth soccer and basketball. Howard also speaks at various local business groups. An avid sports enthusiast, he enjoys travel and exercise in his free time.

Howard holds a B.S. in Accounting from The University of Connecticut. He earned his CPA in 1978. Regarding his work, Howard says, “I’m constantly reading to stay current on all the tax changes so our clients can take advantage of every opportunity. I’m passionate about doing the best job I can for each and every one of my clients.”

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Teleseminar: What is Your Business Worth?

Friday, June 10

Speaker:
Joel Johnson, President
Orchard Partners Inc.

Topic: What is Your Business Worth?
Date: June 10, 2011 (Friday)
Time: 2pm Eastern /11am Pacific

Dial in: (712) 432-0075, access code 357239
Registrationhttp://indigoventure.com/maillist/?p=subscribe&id=19

Joel Johnson

Joel JohnsonJoel F. Johnson has been performing business appraisals and valuing assets since the late 1980s. As the founder and principal of Orchard Partners, he is responsible for all of Orchard’s valuation opinions. Designated an Accredited Senior Appraiser in 2000, Joel has published and presented on a variety of topics related to the valuation of rapidly growing companies.

In 2008 and 2009, he addressed the “Fair Value Summit” conferences in New York on the subject of stock appraisals for Regulation 409A. In 2007, he was invited by Business Valuation Resources to participate as a panelist for a national teleconference on 409A compliance. He’s also been invited to speak at seminars and classes at Northeastern, Babson and the WPI Venture Forum. He’s published articles in Valuation Strategies, M&A Today and Mass High Tech.

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