Maximizing Returns on Exits Virtual Conference
March 25-26, 2024
How long did it take you to build your company? Decades? Generations?
What sacrifices did you and your family make along the way?
So many memorable events missed. The few vacations you squirreled away repeatedly marred with interruptions. And now, the possibility of selling your business affords you the opportunity to enjoy your success. You stand on the precipice of being able to share your wealth with your family. And support the causes dear to your heart.
Don’t squander the value that you created after so many years of relentless toil by being ill-prepared when it comes time to sell your company. Don’t do it to yourself. Don’t do it to your family.
For the uninitiated selling a business, the road to riches is strewn with pitfalls. Failure to articulate unique value drivers. Misguided notions of valuation. A shallow target list. Deficient accounting records. Unhygienic corporate structure. Lack of foresight in tax mitigation strategies and missed estate planning maneuvers. Teethless letters of intent. Death by due diligence. Concession proliferation. Retrading. And quite possibly, broken deals relegating your company into the untouchable class.
You are about to make the most important decision of your life. The Maximizing Returns on Exits conference is designed to not only help you avoid the pitfalls that confront business owners selling their companies. The program is also structured to help you achieve the most lucrative exits possible at the lowest risk possible and with as little friction as possible.
Don’t miss our Maximizing Returns on Exists conference. This Davos in the Desert conference will take place virtually on March 25 – 26, 2024.
Day One
Note: All times Mountain Time.
8:30 am (MT) – Welcoming Remarks & Housekeeping
8:40 am – Assembling the Team
Moderator: Geoffrey White, General Counsel and Chief IP Counsel, SilcoTek Corporation
Panelists: David Wanetick, Managing Director, Merit Investment Bank
Larry Breitbarth, Managing Director, CFO Selections
Brian Burt, Partner & Chair of Emerging Business Group, Snell & Wilmer LLP
9:30 am – Understanding the Process of Selling Your Company
Speaker: Craig Dickens, CEO, Merit Investment Bank
10:15 am – Preparatory Wealth Management Considerations
Speakers: Tiffany House, CAP®, CEPA, FCEP, President, Tax & Estate Strategy
Ryan K. Crayne, Partner, Spencer Fane
11:00 am A Primer on 1031 Exchanges
Speaker: Claudiu Catuna, Founder & President, City Capital 1031, LLC
11:15 am – Coffee Break
11:30 am – Intellectual Property Due Diligence
Speaker: Brooke W. Quist, Partner, Seed IP
12:15 pm – Deal Structuring Options
Speaker: Brian Burt, Partner & Chair of Emerging Business Group, Snell & Wilmer LLP
1:00 pm – Lunch
1:30 pm (MT) – Stock Versus Asset Acquisitions
Speaker: Jonathan Bench, Partner, Harris Sliwoski LLP
2:15 pm – Know Your Acquirer
Speakers: Craig Dickens, CEO, Merit Investment Bank
Stefan Okhuysen, Partner, HCAP Partners
3:00 pm – Coffee Break
3:15 pm – What to Expect from the Due Diligence Process
Speakers: Michael L. Vaccarella, Partner, Partner, WIPFLI LLP
Stephen Boatwright, Shareholder, Gallagher & Kennedy
Agenda subject to change.
Day Two
Note: All times Mountain Time.
8:50 am – Welcoming Remarks
9:00 am – War Stories
Speakers: Michael Whang, Founder, Novatus LLC
Jonathan Bench, Partner, Harris Sliwoski
9:45 am Tactics for Boosting Cash Flow
Speaker: Brian Suddarth, Founding National Practice Partner, Expense Reduction Analysts
10:00 am – Information Technology Due Diligence
Speakers: Todd Ostrander, Managing Director, Merit Investment Bank
Jeff Sharon, CEO & Founder, Cenergi
10:45 am – Coffee Break
11:00 am – Managing Potential (and Actual) Anti-Trust Issues
Speakers: Kellie Kemp, Director, Antitrust & Competition, Uber Technologies
Jamillia Ferris, US Head of Antitrust, Competition and Trade, Freshfields
11:45 am – Financial and Accounting Traps to Avoid and Remedy
Speaker: Luke Boyenger, CEO, Cruzumi CFO & Advisory
12:00 pm – What to Expect at (or Near) the Close
Speaker: David C. Seitter, Attorney at Law, Spencer Fane LLP
12:45 pm – Best Practices for Integration
Speaker: Michael Whang, Founder, Novatus LLC
1:15 pm (MT) – Adjournment
Agenda subject to change.
Note: All times Mountain Time.
8:30 am (MT) – Welcoming Remarks & Housekeeping
8:40 am – Assembling the Team
How far in advance should you retain an interim CFO? Do they carry their own liability insurance? Should they have authority to sign? What is market in terms of their bonuses?
How can you best select your lawyer? When should the lawyer be engaged? Should you pay their fees only at close?
How should you choose your investment banker? What questions should you ask relative to the investment bank’s bench strength and back office support? What terms are included in an engagement letter with your investment banker?
How important is it that your team–investment banker, lawyer, wealth planner, interim CFO–have preexisting professional relationships?
Moderator: Geoffrey White, General Counsel and Chief IP Counsel, SilcoTek Corporation
Panelists: David Wanetick, Managing Director, Merit Investment Bank
Larry Breitbarth, Managing Director, CFO Selections
Brian Burt, Partner & Chair of Emerging Business Group, Snell & Wilmer LLP
9:30 am – Understanding the Process of Selling Your Company
When does the selling process begin? How can you polish up your company in advance of the sale and who can help? What should you expect from your investment banker in terms of creating an auction environment and maintaining a deal process? What are your responsibilities in terms working with your investment banker to prepare and approve teasers, confidential information memorandums, NDAs and target lists? How long will it take to go to market? When should you expect to receive indications of interest and letters of intent? How should you prepare for management interviews and site visits?
Speaker: Craig Dickens, CEO, Merit Investment Bank
10:15 am – Preparatory Wealth Management Considerations
Failure to take into account the tax ramifications of the sale of your company can result in millions of dollars in avoidable tax payments. Learn about the pros and cons of establishing trusts and when to do so. Understand which trusts—for example, Charitable Remainder Trusts, Charitable Lead Trusts, Grantor Charitable Lead Trusts—are most advantageous in terms of income taxes, capital gains taxes and estate taxes. Ascertain when age restrictions apply. Determine when principal can be tapped. Understand when boards are required.
Speakers: Tiffany House, CAP®, CEPA, FCEP, President, Tax & Estate Strategy
Ryan K. Crayne, Partner, Spencer Fane
11:00 am A Primer on 1031 Exchanges
1031 Exchanges can be a powerful tax mitigation tool for sellers of businesses. This session discusses qualifying properties, timeline requirements, limitations on capital that can be directed to 1031 transactions, the role of escrow and other important facets of 1031 Exchanges.
Speaker: Claudiu Catuna, Founder & President, City Capital 1031, LLC
11:15 am – Coffee Break
11:30 am – Intellectual Property Due Diligence
Among the issues to be discussed are:
- Inventorying and managing acquired IP
- Review of patent litigation and invalidity challenges
- Understanding encumbrances on IP assets
- Review of employment agreements to safeguard trade secrets
- Review of change of control provisions relating to licenses
- Exposure to open source violations
- Properly affecting assignments
- Securing trade secrets
- Freedom of operation analysis
Speaker: Brooke W. Quist, Partner, Seed IP
12:15 pm – Deal Structuring Options
This discussion will focus on financing strategies using instruments such as cash, restricted and unrestricted stock, performance notes, earn-outs, installment sales, escrows and indemnifications.
Speaker: Brian Burt, Partner & Chair of Emerging Business Group, Snell & Wilmer LLP
1:00 pm – Lunch
1:30 pm (MT) – Stock Versus Asset Acquisitions
Learn how Stock Purchase Agreements compare to Asset Purchase Agreements in terms of:
- Tax liabilities
- Timing of tax liabilities
- Timeline to close acquisitions
- Related closing costs
- Net operating loss carryovers
- Successor liabilities
- Consents
- Integration clauses
Speaker: Jonathan Bench, Partner, Harris Sliwoski LLP
2:15 pm – Know Your Acquirer
What should you expect when selling your company to private equity firms, family offices and strategic companies in terms of valuation? Timelines? Due diligence? Deal structuring? Intensity of disclosure? Propensity to withhold escrows? Likelihood of retrading and deals breaking? What criteria should you use when evaluating competing letters of intent? How does working for an acquirer vary depending on the nature of the acquirer?
Speakers: Craig Dickens, CEO, Merit Investment Bank
Stefan Okhuysen, Partner, HCAP Partners
3:00 pm – Coffee Break
3:15 pm – What to Expect from the Due Diligence Process
Learn about the sequence of due diligence and gain insight into the merits of commissioning preemptive due diligence. What should you expect when facing human resources, environmental and real estate due diligence? How can you prepare to provide disclosures and satisfy the request lists presented by companies offering indemnity insurance?
Deep Dive: Financial Due Diligence / Quality of Earnings Reports
- Estimating pro-forma adjustments
- Revenue recognition practices
- Assessing business vs. personal expenses
- Lease obligations
- Pension liability analysis
- Analysis of contingent liabilities
- Intra-company transactions
- Tax ramifications
Speaker: Michael L. Vaccarella, Partner, WIPFLI LLP
Deep Dive: Legal Due Diligence
- Negotiating Letters of Intent
- Managing the multi-faceted due diligence process
- Representations and warranties
- The importance of disclosures
- Escrows
- Indemnifications
- Change of control consents
- Releases
- Assumption of liabilities of target entity
- Treatment of employees (non-compete, non-solicitation)
- Inventorying and handicapping pending and potential litigation
Speaker: Stephen Boatwright, Shareholder, Gallagher & Kennedy
Note: All times Mountain Time.
8:50 am – Welcoming Remarks
9:00 am – War Stories
Listen to highly successful deal makers discuss how they navigated difficult deals as well as the why some deals got off track.
Speakers: Michael Whang, Founder, Novatus LLC
Jonathan Bench, Partner, Harris Sliwoski
9:45 am Tactics for Boosting Cash Flow
Learn how busy executives at small- to mid-sized companies can improve cash flow through cost optimization. Significant operating cost reduction can be achieved with minimal use of company resources, without damaging relations with vendors and while maintaining the quality of service customers expect.
Speaker: Brian Suddarth, Founding National Practice Partner, Expense Reduction Analysts
10:00 am – Information Technology Due Diligence
When should information technology due diligence take place in the deal process? What can be done to mitigate compatibility/integration risks? How much should be done to reduce cybersecurity risks? Does all outdated or unsupported software need to be replaced? How effective are SaaS subscriptions in reducing IT risks? What is the role of insurance in reducing IT risks?
Speakers: Todd Ostrander, Managing Director, Merit Investment Bank
Jeff Sharon, CEO & Founder, Cenergi
10:45 am – Coffee Break
11:00 am – Managing Potential (and Actual) Anti-Trust Issues
What documents and forms must be filed to seek anti-trust clearances? What triggers anti-trust concern? Are there size exemptions to anti-trust review? How can anti-trust risks be neutralized? Can insurance reduce anti-trust risks? When do “hell-or-high-water” provisions come into play? How can business unit sales be accomplished to appease anti-trust authorities without damaging the pricing of such business units?
Speakers: Kellie Kemp, Director, Antitrust & Competition, Uber Technologies
Jamillia Ferris, US Head of Antitrust, Competition and Trade, Freshfields
11:45 am – Financial and Accounting Traps to Avoid and Remedy
Listen to common accounting and financial mistakes that companies without CFOs too often make. Troubling issues that often arise relate to revenue recognition, tax reporting, capitalizing/expensing costs, depreciation and inventory. Learn how a variety of financial errors can be detected and remedied.
Speaker: Luke Boyenger, CEO, Cruzumi CFO & Advisory
12:00 pm – What to Expect at (or Near) the Close
- Notifying employees of the impending acquisition
- Conditions to close
- Risk of retrading
- Exclusivity extensions
- Working capital adjustments
- Post-closing indemnification payments
- Negotiating employment/consulting contracts
- Make good adjustments
Speakers: David C. Seitter, Partner, Spencer Fane LLP
Sean Ostrander, Vice President, Merit Investment Bank
12:45 pm – Best Practices for Integration
- Coordinating bank accounts
- Generating internal support for the transaction – senior management, sales force, research department
- Calibrating compensation and benefits schemes
- Reworking organizational charts
- Minimizing customer defections
- Integrating technology
- Surveying outsourcing contracts – penalties, ROI, length of remaining contracts, volume discounts on increased business
- Cost reduction strategies
- Cross-selling strategies
- Operational and cultural integration
Speaker: Michael Whang, Founder, Novatus LLC
1:15 pm (MT) – Adjournment
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Table of Contents | Case Studies | Index of Terms | Dramatis Personae | Companies | Testimonials
General Admission: $595
Davos Members: $295
Davos Members receive significant discount to all events. We encourage becoming a Davos Member prior to purchasing a ticket.
Becoming a Davos Member allows you to purchase discounted tickets to most of our networking events and cocktail parties. Check out the details before purchasing tickets; membership might suit you.
Book Offer: The Strategic Negotiator: A Manual for Negotiating at the Elite Level
Purchase a ticket and the book is only $295 ($500 discount from the $795 list price).
Cancellations and Refunds. Unless otherwise noted, there are no refunds for our events.
Access to the Maximizing Returns on Exits conference is limited to the individual that registered. Multi-user viewing or sharing webinar links of our copyrighted program is strictly prohibited.
Need help registering? Contact Neomi Barazani at neomi@davosinthedesert.us or 609 919 1895 ext. 100.
