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Closely Held Company Merger & Acquisitions, Part 1

September 8, 2021 @ 12:00 pm - 1:00 pm

Mergers or buyouts of closely held companies is a complex, multifaceted process.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements and distributions to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.

Handout Materials will be emailed to you prior to the seminar
1.0 MCLE Credit Hour


  • Confidentiality considerations in the sale and negotiation process
  • Due diligence – financial, operational and workforce red flags
  • Stock v. asset transactions and forms of consideration – cash v. equity
  • Valuation of closely held companies in an illiquid market
  • Use or of “earnouts” to bridge the gap in valuation


Daniel G. Straga, Venable, LLP -Washington, DC

Stephanie Molyneaux, Venable, LLP -Washington, DC