Every business goes through a standard cycle of start-up and growth, to considering whether to sell or exit the market completely. As lawyers in this field, you play an important role in advising clients so that their business benefits. Gain a 360-degree perspective of all the critical moments in the lifecycle of a business from seasoned corporate lawyers, so that you can become a trusted advisor! This program is designed for business lawyers in the first 8 years of practice and nonbusiness lawyers with an interest in business law. Topics to be covered include: - Business Start-ups: What are the most popular business vehicles and why? - Shareholder/Partnership Agreement Considerations: Common drafting mistakes - Raising Early Stage Capital: What key items need to be negotiated in a typical financing? - Employee Equity Considerations: The interplay between employment laws and employee equity considerations. - Purchasing/Selling a Business: What legal preparations are necessary to sell a business? - Managing Business Divorces: When to involve litigation counsel? - Detailed Agenda Managing the client relationship: 1. Managing the client relationship: • What are common incorporation mistakes? • How to advise the client on which EEA is best for them? • Interplay between employment laws and EEAs. • LOI considerations. • Inside vs. outside sales. • Addressing price adjustments. • Addressing payment considerations. • Key negotiation considerations. • How to manage an M&A transaction? • What are the root causes of corporate divorces? • Assessing client objectives. • Assessing legal rights and remedies. • Assessing Strategic considerations. • When to involve litigation counsel? • Become Tax Aware. • Understanding Project Management. 2. Effective client communication re Shareholder Agreements (15 minutes): • Is it possible to have a basic/simple agreement? • Does it have to be a USA? • Common drafting mistakes. • Legal implications of unsigned shareholder agreements. • When should shareholder agreements be signed? • How frequently should shareholder agreements be reviewed? • Role of Lawyer & Conflicts. • How to manage the client process. • How to ensure new shareholders are bound by a USA? • Special considerations and best practices. 3. Importance of retainer letters (5 minutes) 4. Dealing with ethical issues arising during the client relationship (10) • Solutions mindset. • Understanding Client Objectives. 5. Managing conflicts arising at the outset and throughout the client relationship (10 minutes): • Asset protection considerations. • How to protect shareholder loans? • Watch for conflicts/Define Your Role. • Improve Your Negotiation Skills. 6. Client confidentiality (5 minutes) • NDA considerations. 7. How to legally prepare to sell a business? 8. Structure of Transaction – assets vs. share Presenters: ▪ Jennifer Allen ▪ Jordan Dolgin ▪ Fraser McDonald