TITLE SLIDE
FRAUD ENGAGEMENT
FROM A TO Z
S A M U E L B O W E R C R A F T , M S I S , C I S A
&
D A V I D H A M M A R B E R G ,
C P A ,...
MCKONLY & ASBURY, LLP
• Audit, Tax and Advisory Firm
• Regional presence in Pennsylvania
• Variety of clients ranging from...
MURPHY MCCORMACK CAPITAL ADVISORS, LLC
• Murphy McCormack Capital Advisors is a regional investment banking firm offering
...
HOW TO SELL
YOUR BUSINESS
PART 2: ISSUES TO CONSIDER DURING
AND AFTER THE CLOSE
KU R T T R I M A R C H I
B O B M C C O R M...
INTRODUCTIONS
Kurt Trimarchi, CPA
• Partner with McKonly & Asbury, LLP
• Focus on tax and estate planning
Bob McCormack, C...
SELLING AND POST CLOSING
3 Keys to Success
Calculation
Control
Communication
POTENTIAL WORKING CAPITAL ISSUES
• Defining working capital
• Considering working capital during
the valuation processes
•...
SELLER PITFALLS
• Accounting methods
• Define issues BEFORE the letter of intent
• Emotional attachment
• Document the spe...
SELLER EARN OUTS
Avoiding earn out disputes
• Companies with growth potential
• Define the methodology
• Choosing the stru...
ENSURE SELLER CONTROL
Lower risk via
• Reference checks
• Character checks
• Well documented agreements
NON-COMPETE AGREEMENTS
• How to fully evaluate the consequences
• When possible, document the details
• Protect your futur...
ESCROW AND POST SALE TRANSACTIONS
• Escrow can be a hot topic
• Dependent on risk but can be 3%-20%
• Get a good merger an...
ASSET PROTECTION PLANNING
• What is asset protection?
• Domestic asset protection and self
settled trusts and how they can...
ASSET PROTECTION: NOT ALL STATES ARE EQUAL
• Know the states with asset protection capabilities
• Top tier asset protectio...
FACTORS TO CONSIDER WITH ASSET PROTECTION
Fraudulent Conveyance
• Look back period
• Length of time
Privacy
• The ONLY sta...
GENERATIONAL WEALTH PLANNING
• Ensuring the proper handling of family
wealth
• Wealth transfer
• Rules and protection
How ...
INSURING POST CLOSE RISK
Consider creating your own insurance company
• Group Captive and Single Captive
• 831(b) Micro Ca...
CHARITABLE INTENT
• Consider the options early
• Issue spotting
• Proper communication
and timing
RECAP
• It’s never too early to start
planning
• Proper timing will enable you to
think strategically
• Utilities trusted ...
THANK YOU
Additional Questions? Please contact us.
• Kurt Trimarchi ktrimarchi@macpas.com
• Bob McCormack bmccormack@murph...
FRAUD ENGAGEMENT
FROM A TO Z
S A M U E L B O W E R C R A F T , M S I S , C I S A
&
D A V I D H A M M A R B E R G ,
C P A ,...
McKonly & Asbury Webinar - How to Sell Your Business, Part 2: Issues to Consider During and After the Close
McKonly & Asbury Webinar - How to Sell Your Business, Part 2: Issues to Consider During and After the Close
McKonly & Asbury Webinar - How to Sell Your Business, Part 2: Issues to Consider During and After the Close
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McKonly & Asbury Webinar - How to Sell Your Business, Part 2: Issues to Consider During and After the Close

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This event addressed the three keys to success during the selling and post closing process: Calculation, Control, and Communication.

Check out our Upcoming Events page for news and updates on our future seminars and webinars at http://www.macpas.com/events/.

View a full recap of this webinar at http://www.macpas.com/webinar-how-to-sell-your-business-part-2/

This webinar was hosted by Kurt Trimarchi with McKonly & Asbury along with featured guests Bob McCormack and Katie Smarilli from Murphy McCormack Capital Advisors and David Warren from Bridgeford Trust Company.

How to Sell Your Business, Part 2: Issues to Consider During and After the Close

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  • Start at :26
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  • McKonly & Asbury Webinar - How to Sell Your Business, Part 2: Issues to Consider During and After the Close

    1. 1. TITLE SLIDE
    2. 2. FRAUD ENGAGEMENT FROM A TO Z S A M U E L B O W E R C R A F T , M S I S , C I S A & D A V I D H A M M A R B E R G , C P A , C F E , C I S S P , M C S E , W X Y Z
    3. 3. MCKONLY & ASBURY, LLP • Audit, Tax and Advisory Firm • Regional presence in Pennsylvania • Variety of clients ranging from construction to manufacturing and other clients • Mergers and Acquisitions, Valuation, and Taxation Specialties • Best Places to Work and Best Accounting Firm
    4. 4. MURPHY MCCORMACK CAPITAL ADVISORS, LLC • Murphy McCormack Capital Advisors is a regional investment banking firm offering unparalleled expertise, advice and experience in the transfer of ownership within middle market privately-held companies. • With offices and a team of professionals in Lewisburg, Harrisburg and Sayre, we are widely regarded as central and southeastern Pennsylvania’s leading investment banking and strategic consulting firm for mid-size companies.
    5. 5. HOW TO SELL YOUR BUSINESS PART 2: ISSUES TO CONSIDER DURING AND AFTER THE CLOSE KU R T T R I M A R C H I B O B M C C O R M A C K K AT I E S M A R I L L I DAV I D WA R R E N
    6. 6. INTRODUCTIONS Kurt Trimarchi, CPA • Partner with McKonly & Asbury, LLP • Focus on tax and estate planning Bob McCormack, CBI, AIBA • Partner at Murphy McCormack Capital Advisors, LLC • 30+ years experience in financial services and banking Katie Smarilli • Partner at Murphy McCormack Capital Advisors, LLC • 38 years experience in financial services and transitions David Warren, JD • President and CEO of Bridgeford Trust Company • Law background
    7. 7. SELLING AND POST CLOSING 3 Keys to Success Calculation Control Communication
    8. 8. POTENTIAL WORKING CAPITAL ISSUES • Defining working capital • Considering working capital during the valuation processes • Clear communication early in the process to prevent breakdowns at the closing table
    9. 9. SELLER PITFALLS • Accounting methods • Define issues BEFORE the letter of intent • Emotional attachment • Document the specifics • Trust your advisors
    10. 10. SELLER EARN OUTS Avoiding earn out disputes • Companies with growth potential • Define the methodology • Choosing the structure • Details in the letter of intent • How the earn out identified Net Present Value
    11. 11. ENSURE SELLER CONTROL Lower risk via • Reference checks • Character checks • Well documented agreements
    12. 12. NON-COMPETE AGREEMENTS • How to fully evaluate the consequences • When possible, document the details • Protect your future Know what you are signing
    13. 13. ESCROW AND POST SALE TRANSACTIONS • Escrow can be a hot topic • Dependent on risk but can be 3%-20% • Get a good merger and acquisition attorney involved • Escrow is trending down • Indemnification • Proper due diligence will help to avoid many potential issues • The seller has power, don’t be afraid to hold firm on items of concern or high risk
    14. 14. ASSET PROTECTION PLANNING • What is asset protection? • Domestic asset protection and self settled trusts and how they can help a seller • Ensuring protection and transfer of shares and cash from the sale
    15. 15. ASSET PROTECTION: NOT ALL STATES ARE EQUAL • Know the states with asset protection capabilities • Top tier asset protection states: • South Dakota • Delaware • Nevada • Alaska Pennsylvania does NOT have asset protection capabilities
    16. 16. FACTORS TO CONSIDER WITH ASSET PROTECTION Fraudulent Conveyance • Look back period • Length of time Privacy • The ONLY state with complete privacy forever is South Dakota Tax • Top tier states will not collect tax on trusts
    17. 17. GENERATIONAL WEALTH PLANNING • Ensuring the proper handling of family wealth • Wealth transfer • Rules and protection How to prepare the family for the money
    18. 18. INSURING POST CLOSE RISK Consider creating your own insurance company • Group Captive and Single Captive • 831(b) Micro Captive • Dynasty opportunity • Not just a way to hide from taxes • A compelling asset protection tool
    19. 19. CHARITABLE INTENT • Consider the options early • Issue spotting • Proper communication and timing
    20. 20. RECAP • It’s never too early to start planning • Proper timing will enable you to think strategically • Utilities trusted advisors and knowledgeable professionals
    21. 21. THANK YOU Additional Questions? Please contact us. • Kurt Trimarchi ktrimarchi@macpas.com • Bob McCormack bmccormack@murphymccormack.com • Katie Smarilli dksmarilli@murphymccormack.com • David Warren dwarren@bridgefordtrust.com
    22. 22. FRAUD ENGAGEMENT FROM A TO Z S A M U E L B O W E R C R A F T , M S I S , C I S A & D A V I D H A M M A R B E R G , C P A , C F E , C I S S P , M C S E , W X Y Z

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