Review issues professionals encounter in assisting clients who are selling or buying mid-size companies. Examine the accountant advisor’s essential role in drafting and structuring purchase-price adjustment mechanisms, due diligence and accounting for transactions.
Review considerations such as buyer/seller perspectives and preferences, letters of intent, significant components of definitive purchase agreements, and the high-level tax considerations of buyers/sellers;including the implications of Section 338(h)(10) elections. Explore the M&A process from non-disclosure agreement to the post-closing operation, focusing on the CPA’s role and ways to help clients.
Recognize the M&A process and the accountant’s role
Determine how deal drivers present opportunities for client service
Evaluate critical deal points and terms
Determine how to plan and execute an effective due diligence process
The purpose and role of financial due diligence in the deal process, including quality of earnings analysis, evaluation of forecasts and sustainability of cash flow
Working capital adjustments and balance sheet due diligence
The impact of contemplated pricing, earn-outs and holdbacks
The deal timeline and flow of information
Understanding the terms and structure that fit the buyer and seller objectives
Tax and financial accounting treatment of select issues
Financial and accountant advisors.
Some knowledge of M&A process.