One of the key sections of any purchase agreement is the Reps and Warranties section. The term “Reps and Warranties” refers to all the assertions that the buyer and/or seller make in a purchase and sale agreement. Both sides take a leap of faith in the Reps and Warranties section, assuming that any claims or assertions made by the counter party are accurate and true. Think of the Reps and Warranties section as a safety net for both sides. It ensures all that is being sold is being bought and all that is being bought is being sold.
2016 produced a record setting number of healthcare deals.
This trend is expected to continue as the healthcare industry shifts towards a pay for value over volume system serving patients, a hallmark of the ACA. With increased interest in wellness, healthcare organizations are adjusting their strategies to add new capabilities to stay competitive.
The measurement of goodwill and subsequent tests for impairment under purchase accounting rules is complicated and sometimes a source of controversy between companies and their auditors and advisors. Fortunately, the Financial Accounting Standards Board (FASB) has come to understand that the cost of the rigorous analysis required does not meet the cost/benefit constraint that lies at the heart of accounting rules. Earlier this year FASB issued revised guidance for goodwill impairment testing designed to make the entire process more straightforward and economical.
Business owners eager to sell their company are wise to take time to assess their business operations before embarking on the sale process. Prospective buyers want to understand what they are purchasing, and will consequently scrutinize every facet of your business.
Death, taxes – even divorce – are some of the more sobering circumstances that underscore the need for an independent valuation. Even when the motivation is more upbeat – such as a qualified buyer with a serious offer – the existence of an independent appraisal can provide the parties with a sense of reliability.
As privately held businesses mature and grow in value, the desire for, and prudence of, personal liquidity and diversification grows in importance to business owners. When much of one’s personal net worth is tied to a highly successful, yet illiquid business, the owners are often faced with the question “how can I personally diversify yet remain in control of my company”?
On August 2, 2016, the U. S. Treasury Department issued proposed regulations that will drastically change estate planning. If you have, or anticipate having, a taxable estate, you should visit your estate planner as quickly as possible to determine the possible financial impact.
By definition, business valuations require assumptions to be made. The trick is to consider all elements of the business and market conditions to carry the assumptions to a reasonable conclusion.
Winter Conference of the Alliance of M&A Advisors (AM&AA)
Daily, the sale or merger of a company involved in a service industry grabs the headlines. Whether a service provider to the healthcare, insurance or other industry, it feels like all companies and industries are in “play”. The announcements of these sales or mergers are normally accompanied with assurances from management that the ownership change will not adversely affect employees or the level of service to customers.
Largest Transactions Closed