Anatomy of the Deal Part 1: Preparation and Planning

January 21, 2008
McLean Hilton, Tysons Corner

Holland & Knight's Mergers & Acquisitions and Private Wealth groups will co-host a four-part series in conjunction with Goodman & Co., Houlihan Lokey and Merrill Lynch Wealth Management titled The Anatomy of the Deal. Each part of the series will address pertinent accounting, legal, tax and banking themes typically experienced during the lifecycle of a transaction.  The series will also address investment management strategies and the necessary steps to take before and after closing the deal in order to maximize shareholder proceeds.  Part One will specifically address the preparation and planning in the early stages of a transaction.


Want to capitalize on the continuing strong M&A market? Seeking to take some chips off the table prior to the election? If so, early preparation and organization of accounting, tax, and legal affairs are critical to a successful and efficient transaction.

Part I of this four-part series will address the following questions as you entertain completing a deal in 2008:

  • Are you, the owner, taking advantage of proper tax, estate, and planning techniques typically used prior to a sale?
  • Do your shareholder or employee agreements create any problems?
  • Is your stock option plan or S election a time bomb?
  • What are the key timing issues you should be considering?
  • What pre-deal opportunities should you take advantage of that can't be done after the deal?
  • How do you save tax dollars (both income and transfer) in structuring your personal estate plan while coordinating the deal?
  • Does charitable planning have a spot at the table?
  • How do you protect your proceeds from Uncle Sam and from creditors?
  • Will the liquidity event generate enough money to fund your desired lifestyle and/or philanthropic goals?
  • What steps can you take now to identify and improve the valuation of your company?
  • What accounting and tax measures should you take to ensure the house is in order?
  • Is corporate infrastructure important and how can it be improved?
  • Is management depth important and how do you broaden your bench?


  • Leigh-Alexandra Basha, Partner, Holland & Knight
  • Michael M. Mannix, Partner, Holland & Knight
  • Gregg Funkhouser, Partner, Goodman & Co.
  • R. Jerry Grossman, Managing Director, Houlihan Lokey
  • Peter J. Russo, Jr., Vice President, Merrill Lynch
  • J. David Frost, Director, Houlihan Lokey (Moderator)

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