Employment Law Today

Tuesday, April 12, 2022
Facebook Live Video from 2022/04/12 - Mergers & Acquisitions In The Time of Covid

Facebook Live Video from 2022/04/12 - Mergers & Acquisitions In The Time of Covid


2022/04/12 - Mergers & Acquisitions In The Time of Covid

[NEW EPISODE] Mergers & Acquisitions In The Time of Covid: What Employers Need To Know.

The audience will gain a better understanding of what economic, legal, and logistical considerations they ought to factor in and how they should proceed with mergers and acquisitions during the pandemic and the post-pandemic world. 

It is clear that the pandemic has changed the scope of how we do business. But what about the pandemic's impact on the world of Mergers and Acquisitions (M & A)? Does the economic uncertainty affect how a company might position itself to be acquired, bought, or sold?

How should companies structure their non-compete agreements and employment contracts with their employees, if they are contemplating being subject to M & A deals? What changes should a company consider for its existing employment agreements and non-competes with employees, if a buyer will be taking over? 

Join me on Tuesday, April 12, 5 pm to 6 pm (EST), when Attorney Linda Kagan and I will discuss the above issues, and more, for an informative episode of Employment Law Today!

Linda S. Kagan, Esq:



Tune in for this informative conversation at or watch the Facebook Livestream by Clicking Here.

Show Notes

Segment 1

Eric introduces his guest, Attorney Linda Kagan, founder of The Kagan Law Group. Kagan and her group handle business transactions and contracts. Prior to starting her own law firm, Kagan has had experience in working in places like Jones Day, one of the biggest law firms in the U.S. Kagan says that when she first wanted to become a lawyer, she was 7 years old. During that time, the civil right era was one of the main topics as well as the Vietnam War which was all over tv. She felt that being an attorney would be a great way to make a difference. She was inspired to make a difference and take part in change. She describes business law as a blend of real life business and law as “in the background” and to make sure of things like clients being protected and to also anticipate things like loopholes and other issues that include litigation. Eric makes a point that people might forget that even in business law, “there are many wrongs to be righted.” When it comes to mergers and acquisitions (M & A), Kagan says that in the past two years, the quality and perspectives have changed for business owners because of how the pandemic has affected their choices.

Segment 2

Eric asks Kagan about whether the economic uncertainty of covid19 affects or impacts how a company might position themselves to be acquired, bought, or sold. She mentions that even the war in Ukraine along with the pandemic have created change moment by moment. She explains that when she is representing someone who is buying or acquiring a company, they’ll look at least the past 3 years to see the revenue flow, expenses, and more. Currently, Kagan says doing this would be very different especially since the past 2 to 3 years have been very different. She discusses an example of what owners and buyers should do and mentions that owners should be creative and find ways to stay afloat as they look to sell assets or the whole company. Eric and Kagan also talk about non compete clauses and sweat equity agreement and how it's changing now especially with remote work. Kagan mentions that adding something like a non-compete clause can make businesses suffer in that it’s harder for them to find the people they need.

Segment 3

Eric talks with Kagan more about legal considerations and business considerations when looking into buying a company during this time. Kagan says that the legal considerations have to do with employment contracts, limitations and clauses as they mentioned before. She speaks about considerations that both buyers and sellers should consider. One point she mentions is that you have to look at predeal due diligence. This part verifies the financial information of a company like tax returns and its other activities. You don't want to be responsible for past tax obligations for instance. She talks about how detailed it is to focus on M & A which is why people hire attorneys like Kagan. She also mentions considering whether the existing assets of a company can expand the revenue base. Also look at things for yourself like having a US trademark filed. She makes the point of finding what value you can put into the process and after when buying or acquiring.

Segment 4

In the final segment, Eric discusses more with Kagan about her list of considerations. She mentions a tax analysis. Kagan also mentions how one of the kinds of work she does is creating licenses for clients in the business world. She says that the financial analysis is a big part to consider. Eric and Kagan make the point of disclosing and resolving agreements and issues when either buying or selling which is also why it’s important to hire a lawyer. Before closing the show, Eric asks Kagan how she distinguishes herself from other M & A transaction firms. She answers saying that her ability to be more insightful into the projects and cases her firm takes on. She also mentions having the constant focus on the needs of businesses whether they are drafting a new agreement, suing another party or filing a trademark. She is also doing more mediation. You can learn more about Attorney Linda Kagan and her firm at, she is also on Linkedin, and her email is


00:00:57.570 --> 00:01:04.710 Eric Sarver, Esq.: Good evening, welcome to employment law today i'm your host Eric savoured i'm an employment law and business law attorney.

00:01:05.010 --> 00:01:14.460 Eric Sarver, Esq.: I host this live weekly talk radio show this weekly video broadcast every Tuesday night from 5pm to 6pm Eastern standard time.

00:01:14.790 --> 00:01:24.630 Eric Sarver, Esq.: Where I have guests, to discuss some of the most interesting and novel complex challenges that business owners and employers are facing in today's tough climate.

00:01:25.230 --> 00:01:40.380 Eric Sarver, Esq.: And so, in this spirit tonight, I would like to welcome my colleague and friend and attorney Linda Kagan founder and principal of the Kagan law group I don't give winter more of an introduction just a moment, let me just say, welcome to the show.

00:01:43.140 --> 00:01:44.010 Eric Sarver, Esq.: I think you're muted.

00:01:44.520 --> 00:01:44.910 Linda Kagan: I am.

00:01:45.540 --> 00:01:53.910 Linda Kagan: Thank you Erica I really looking forward to talking with you today and exploring the questions you have.

00:01:54.660 --> 00:02:01.980 Eric Sarver, Esq.: Sure thing sure thing looking forward to it as well and i'm going to just tell our audience what the topic is that I will be addressing.

00:02:02.310 --> 00:02:14.010 Eric Sarver, Esq.: And I think it's a very valid one that really, really hits at some key issues that business owners need to consider as we go forward in this post pandemic or this and phase of the epidemic type of world.

00:02:14.580 --> 00:02:26.790 Eric Sarver, Esq.: And so, our topic is called m&a in the type of Coleman what employers need to know and then, when I was talking about this effect that it's quite clear that dependent MAC has changed the scope of how we do business.

00:02:27.330 --> 00:02:35.100 Eric Sarver, Esq.: And we all know that just from our experiences day to day, but what about the pandemics impact on the world of mergers and acquisitions.

00:02:35.610 --> 00:02:42.450 Eric Sarver, Esq.: Does the economic uncertainty affect how company might position itself to be acquired or to be bought or sold.

00:02:42.990 --> 00:02:52.170 Eric Sarver, Esq.: And how should companies structure their non compete agreements and their employment contracts with their employees if they're contemplating being subject to m&a deals.

00:02:52.560 --> 00:03:07.650 Eric Sarver, Esq.: What changes should accompany consider for existing employment agreements and their non competes with their current employees, especially if a buyer will be taking over so tonight, if you join me and i'm very happy to discuss this.

00:03:08.730 --> 00:03:19.380 Eric Sarver, Esq.: Corporate law business law issue right here on quite a lot today and I want to give them the proper introduction for our audience, you can know who you're listening to consumers begin with.

00:03:19.950 --> 00:03:37.830 Eric Sarver, Esq.: And again my guest this evening is Linda Kagan training them to Kagan founder and principal of the cake law group PC has Kagan at our firm handle business transactions and contracts corporate structuring and business litigation combining m&a and commercial litigation as well.

00:03:38.970 --> 00:03:46.890 Eric Sarver, Esq.: Prior to founding her own law firm Linda has had restructuring and business and corporate legal experience with to international firms.

00:03:47.640 --> 00:03:51.180 Eric Sarver, Esq.: The both lamb green and mcgrane and Jones day in New York City.

00:03:51.930 --> 00:04:03.510 Eric Sarver, Esq.: She advises domestic and international clients and complex asset and stock sales, as well as acquisitions throughout the US and increasingly now on cross border and joint venture opportunities.

00:04:04.260 --> 00:04:18.450 Eric Sarver, Esq.: And carriers restraints include strategic negotiation litigation pre deal due diligence business transactions buy sell agreements for a range of business types, where the singer complex, multi company structures.

00:04:18.960 --> 00:04:26.790 Eric Sarver, Esq.: As well as intellectual property as a development with trademarks and licensing licensing, excuse me business restructuring and workouts.

00:04:27.180 --> 00:04:37.860 Eric Sarver, Esq.: As well as improving business profitability through analysis of strategies revenue development and monetization of skills and our products, as well as when the ability to identify.

00:04:38.250 --> 00:04:46.620 Eric Sarver, Esq.: leverage and business deals for clients and to maximize value which affects a genuine affinities you combine your skills as a business consultant.

00:04:47.100 --> 00:04:53.970 Eric Sarver, Esq.: And, as a lawyer and she also offers employment tax lawyers available through our firm I hear the top notch and.

00:04:54.570 --> 00:05:02.370 Eric Sarver, Esq.: As well as indicated as a member of the New York bar and since 1993 she is also additionally being emitted she is a bit in the.

00:05:03.330 --> 00:05:18.240 Eric Sarver, Esq.: The Federal Court as well, and she is a member of the American arbitration Association, the commercial arbitration panel and she's also an m&a arbitration panel Members as well in New York and a fin right fit NRA arbitrator in New York.

00:05:18.870 --> 00:05:25.410 Eric Sarver, Esq.: In terms of educational background Linda attended the University of California Berkeley and we see the bachelor of science.

00:05:25.800 --> 00:05:36.060 Eric Sarver, Esq.: In an interdisciplinary degree, combining economics and international development She then attended yeshiva university Benjamin cardoza school of law, you see, for jd.

00:05:37.050 --> 00:05:40.170 Eric Sarver, Esq.: And I that place she was a quarter of the Lord remember impressive.

00:05:40.590 --> 00:05:55.650 Eric Sarver, Esq.: And later current for the honorable church here and live all in the United States District Court in the southern district of New York, so, in other words he's quite qualified to talk about this topic on our on our agenda tonight so again really great to have you on the show.

00:05:56.940 --> 00:06:02.100 Linda Kagan: Thanks Eric i'm happy to be here and i'm exhausted just hearing about what i've already done so.

00:06:03.660 --> 00:06:04.020 Eric Sarver, Esq.: Right.

00:06:05.190 --> 00:06:05.550 Here, your.

00:06:07.470 --> 00:06:08.280 Linda Kagan: idea yeah.

00:06:08.340 --> 00:06:15.000 Eric Sarver, Esq.: Yes, that's true well it's I think it's interesting that that happens, I get that too, sometimes as the guests that shows.

00:06:16.110 --> 00:06:28.410 Eric Sarver, Esq.: So we said a lot about you that but, on the morning or personal aside, I thought, if you could just tell our listeners a bit more about yourself mainly what inspired you to choose a career in law and to create your law firm.

00:06:29.850 --> 00:06:42.060 Linda Kagan: Thanks Eric um well you know it's actually kind of I remember very distinctly when I first wanted to become a lawyer and it was back when I was seven years old and.

00:06:42.780 --> 00:07:07.020 Linda Kagan: The civil rights era was you know reaching and the Vietnam War was on TV and it just felt that to me that, being an attorney would be a great way to make a difference, and so I was really inspired by the need to you know, step up and take part in the world that we live in.

00:07:08.520 --> 00:07:13.380 Linda Kagan: I didn't expect to turn out that I wind up doing a lot of business related law.

00:07:14.550 --> 00:07:30.000 Linda Kagan: But the other sort of inspiration comes from my grandparents who, all of whom came to the US through Ellis Island in the early 1900s and you know were immigrants very hard working people.

00:07:31.140 --> 00:07:33.390 Linda Kagan: And really you know valued.

00:07:34.560 --> 00:07:44.430 Linda Kagan: living in a democracy, because they didn't come from overseas, and I think that their entrepreneurial spirits and the example that they set for me, really.

00:07:45.630 --> 00:07:49.470 Linda Kagan: made business a very sort of comfortable place professionally.

00:07:50.700 --> 00:07:55.380 Linda Kagan: And it's also what's neat about business law i'm sure you experienced this as well.

00:07:55.710 --> 00:07:57.660 Linda Kagan: it's such a blend of.

00:07:57.780 --> 00:08:12.150 Linda Kagan: You know, real life, business and the laws sort of you know, in the background, you know, we call upon it, as we need to, but the guiding forces, the business deal.

00:08:13.080 --> 00:08:21.660 Linda Kagan: And of course we need the law to nail down the clauses and make sure our clients are well protected and anticipate things.

00:08:22.650 --> 00:08:41.850 Linda Kagan: That may or may not happen and include them because, obviously, you know as you mentioned i'm also a litigator spend you know sort of half my time in the m&a world and half my time in the business commercial wall world and it's so valuable to have sort of both.

00:08:42.900 --> 00:08:46.800 Linda Kagan: parts of my brain working, especially when i'm drafting a contract.

00:08:47.820 --> 00:09:00.090 Linda Kagan: Because I am anticipating making sure that the contract is very clear, no ambiguous terms, no, no loopholes or blind spots, so that.

00:09:01.740 --> 00:09:08.310 Linda Kagan: Mike my clients are obviously protected against any potential litigation down the road and on the other side of it.

00:09:09.600 --> 00:09:14.310 Linda Kagan: You know, pursuing commercial litigation, whether it's breach of contract fraud.

00:09:15.450 --> 00:09:33.720 Linda Kagan: You know trademark infringement whatever you know I know how to read a contract and I can see where those blind spots or little pockets of missing clauses exist, and you know, obviously, for my clients benefit leverage those weak points for the position that we need to take.

00:09:34.770 --> 00:09:41.760 Eric Sarver, Esq.: yeah absolutely you know I believe what you're saying this interesting first i'm always inspiring and curious, but my guessing what.

00:09:42.270 --> 00:09:47.190 Eric Sarver, Esq.: What was the motivating factor, for they want to do, and very often, I find it like the seeds.

00:09:47.580 --> 00:09:59.220 Eric Sarver, Esq.: We want to do, or maybe so in childhood it wants to be alerted that wasn't seven took me until the ripe old age of 10 to decide that but I also like vision, the different type of law.

00:09:59.940 --> 00:10:08.370 Eric Sarver, Esq.: it's funny you mentioned civil rights, I can relate, but like to hear you focus on you and you're saying about having the Vietnam War and the social justice aspect and then.

00:10:08.910 --> 00:10:17.640 Eric Sarver, Esq.: being inspired also about your grandparents experience to sort of segue that into like Being a lawyer, but in business and commercial litigation transactions.

00:10:18.660 --> 00:10:27.270 Eric Sarver, Esq.: And you know I can see how like people often don't realize that when they think of corporate law business or emergent m&a they think that's not.

00:10:27.630 --> 00:10:39.720 Eric Sarver, Esq.: Just a face, but as you and I know from our work and together and separately employment business lot like that they're often wrongs may be righted you know and there's a sense of justice behind many commercial litigation matters.

00:10:40.830 --> 00:10:49.740 Eric Sarver, Esq.: So I think that's jumped out at me and another thing you mentioned that they just think about you're kind of working in two different worlds, you know you got transactional litigation.

00:10:50.760 --> 00:10:54.060 Eric Sarver, Esq.: I think here because I think it makes you a better attorney in some ways, because.

00:10:54.540 --> 00:11:03.930 Eric Sarver, Esq.: Many people that just focus on one or the other, if they do transactional or contracts work for something goes wrong they're saying well you know better call someone says litigator.

00:11:04.290 --> 00:11:11.610 Eric Sarver, Esq.: But if you know what it comes down the Pike litigation, I know this for myself as well and i'm drafting, I want to be very cautious I could just envision.

00:11:11.970 --> 00:11:20.550 Eric Sarver, Esq.: The lawsuit coming in, for like this clauses breach of contract so but good to hear your you know your experience there, I really appreciate the background.

00:11:21.930 --> 00:11:31.770 Eric Sarver, Esq.: And I to me it's a nice segue into like another question here, which is our topic tonight right so it's you know the appendix impacted everything I feel.

00:11:32.160 --> 00:11:49.290 Eric Sarver, Esq.: Personally, my opinion legally business wise but i'm wondering like from your perspective, how is it pandemic impacted the world of m&a for companies like, for example, we see worn mergers and acquisitions in the last two years, and we did two years prior.

00:11:51.030 --> 00:12:00.090 Linda Kagan: Well it's it's really hard to say you know, overall, but I will tell you that my practice in the last two years, even though it was very busy in.

00:12:00.660 --> 00:12:22.650 Linda Kagan: 2018 2019 2020 and 21 we're just non stop, and you know, there was definitely significant amount of commercial litigation federal courts that we were doing, but the m&a work continues, and I think I think it's, it is not really the quantity that I can speak to.

00:12:23.070 --> 00:12:34.200 Linda Kagan: Sure there's plenty of studies out there that talk about up tix here they're usually they the articles are about when people don't expect there to be a lot of m&a work in fact there is, or vice versa.

00:12:34.710 --> 00:12:46.050 Linda Kagan: But what I did experiences with the quality and the perspective changes as business owners have to sort of rethink their businesses, they really need to understand.

00:12:48.210 --> 00:12:56.280 Linda Kagan: How the pandemic just not only now affects their choices, but what the future choices they need to make will be.

00:12:57.660 --> 00:13:11.670 Linda Kagan: So I think that certainly there's more sort of vertical integration by companies where they're purchasing a distributor and they're a manufacturer and other they wanted to control the distribution channel.

00:13:12.780 --> 00:13:27.930 Linda Kagan: You know, maybe they're going to start opening different types of retail or online outlets, maybe they'll buy a competitor who already has some of those assets and you know consumer flow and traffic and.

00:13:28.950 --> 00:13:40.890 Linda Kagan: Obviously revenue generating activities, so I think that that is what i've seen is really a significant change versus just wanting to.

00:13:41.700 --> 00:13:54.120 Linda Kagan: improve their internal business functionality, but in terms of m&a you know interested in taking advantage of different price opportunities which I know we're going to talk about in a later question.

00:13:54.960 --> 00:14:02.580 Eric Sarver, Esq.: Absolutely, we will, in fact, we are not a time flies when we're having fun we're right about the first commercial break I pick your best to take it now.

00:14:03.420 --> 00:14:10.140 Eric Sarver, Esq.: But minute really, then you started your question and it stopped so but yes, that definitely talk about that, including ways that.

00:14:10.770 --> 00:14:13.980 Eric Sarver, Esq.: Companies my position themselves to be acquired by yourself, so.

00:14:14.880 --> 00:14:19.170 Eric Sarver, Esq.: I just let our audience know if you're joining us late this evening you're listening to and watching.

00:14:19.530 --> 00:14:28.800 Eric Sarver, Esq.: employment law today you're on talk radio nyc i'm your host erick sovereign employment law business on attorney my guest tonight miss Linda Kagan attorney Linda Kay and I should say.

00:14:29.340 --> 00:14:39.750 Eric Sarver, Esq.: The founder the cake and Margaret stick around we'll talk more about business considerations and legal considerations for company owners plane to be bought or merged so don't go away we'll be right back.

00:14:43.410 --> 00:14:51.600 Are you a business owner, do you want to be a business owner, do you work with business owners hi i'm Stephen fry your small and medium sized business or SMB guy.

00:14:52.020 --> 00:15:08.640 And i'm the host of the new show always Friday, while I love to have fun on my show we take those Friday feelings of freedom inspired to discuss popular topics in the minds of SMEs, today, please join me and my very special guest on Friday at 11am on talk radio dot nyc.

00:15:11.610 --> 00:15:17.580 You a conscious co Creator, are you on a quest to raise your vibration, in your consciousness.

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00:15:47.280 --> 00:15:51.780 Are you on edge hey we live at challenging edgy time so let's lean and.

00:15:52.380 --> 00:16:00.510 i'm standard parchment the host of the edge of every day which airs each Monday at 7pm Eastern time on talk radio dot nyc.

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00:16:19.020 --> 00:16:23.700 you're listening to talk radio nyc uplift educate and empower.

00:16:54.450 --> 00:16:55.920 Eric Sarver, Esq.: Welcome to planet.

00:16:57.030 --> 00:16:57.360 Eric Sarver, Esq.: Earth.

00:16:58.650 --> 00:17:08.280 Eric Sarver, Esq.: I guess, then the king in attorney focusing on the m&a corporate law business litigation and we are discussing this issue of m&a.

00:17:09.030 --> 00:17:26.280 Eric Sarver, Esq.: In the term of cooling what employers need to know and eventually because i've done a lot of shows the last six months or so or nine months on companies need to change internally to fortify themselves during the pandemic in light of economic uncertainty.

00:17:27.780 --> 00:17:35.040 Eric Sarver, Esq.: issue, because a lot of companies are positioning themselves to be bought and sold, so I guess my question for you.

00:17:36.780 --> 00:17:47.460 Eric Sarver, Esq.: On his picture to be does the economic uncertainty of corporate 19 effect or impact, how come company they position themselves to be quiet.

00:17:51.300 --> 00:18:02.730 Linda Kagan: So I think that one of the significant most significant issues is well it's always a significant issue and that is valuation of a company and certainly.

00:18:03.540 --> 00:18:18.120 Linda Kagan: When people who own companies decide that they foresee selling the company or its assets, because obviously you can do one to one or both things it's either going to be.

00:18:19.470 --> 00:18:29.280 Linda Kagan: an asset purchase agreement or it's going to be a share purchase agreement and they're they're sort of different beasts and they're different reasons why.

00:18:30.210 --> 00:18:38.040 Linda Kagan: An owner would sell the entire company versus selling the assets, or why someone would want to buy the assets and not the entire company.

00:18:38.370 --> 00:18:40.620 Linda Kagan: So I think here's back to the pandemic.

00:18:40.620 --> 00:18:47.220 Linda Kagan: And the uncertainty and and certainly you know, obviously it's not just the pandemic, we have.

00:18:48.240 --> 00:19:02.730 Linda Kagan: An ongoing you know brutal attack against Ukraine, and that is throwing the world markets and business, as we know it is changing moment by moment.

00:19:03.480 --> 00:19:15.750 Linda Kagan: So the evaluation process that companies have to go through either prior to you know actively wanting to position themselves, as you mentioned in the market for sale.

00:19:16.410 --> 00:19:26.610 Linda Kagan: They have to rethink both looking backwards and looking forward, how they determine evaluation that would make sense to potential acquire.

00:19:27.390 --> 00:19:30.180 Linda Kagan: looking backwards, you know as you mentioned coven.

00:19:31.110 --> 00:19:35.100 Linda Kagan: The last two years, while it's been very busy for lawyers like you and I.

00:19:36.300 --> 00:19:49.200 Linda Kagan: are a lot of people and a lot of businesses, they were working at a you know, a very sort of low capacity, you know, maybe operating it 50% or 30%.

00:19:49.680 --> 00:19:51.390 Linda Kagan: And they're lucky they're operating it.

00:19:51.450 --> 00:20:12.660 Linda Kagan: You know 7080 or higher but there's quite a range there and so looking you know typically when someone i'm representing someone who's buying an acquiring company we're looking at at least three years back in time to see what the revenue flow looked like expenses.

00:20:13.740 --> 00:20:30.570 Linda Kagan: You know what this sort of you know, net income is and whether or not the company's position to grow further or did hit a peak and you know, two years ago, one year ago, and that would be sort of the normal review.

00:20:30.930 --> 00:20:39.570 Linda Kagan: But now it's different because if you look back and obviously the three year look back the last few years could be wildly different.

00:20:40.230 --> 00:20:52.650 Linda Kagan: than the year the third year before that, and obviously you know prior prior years as well, so obviously this impacts not just established businesses have been around for for more than three years.

00:20:53.100 --> 00:20:53.310 Eric Sarver, Esq.: But.

00:20:53.610 --> 00:20:56.280 Linda Kagan: There are a lot of new businesses that start every day, every year.

00:20:56.760 --> 00:20:57.270 Linda Kagan: I mean.

00:20:57.300 --> 00:21:11.340 Linda Kagan: You know, as you know, I do a lot of corporate law setting up new companies, both for you know American business people, but also, I do an increasing amount of work over the last five years, with international companies.

00:21:11.610 --> 00:21:14.580 Linda Kagan: and international investors setting up companies in the US.

00:21:14.850 --> 00:21:22.890 Linda Kagan: or acquiring them through the m&a process, so the result is that you have to become much more nimble.

00:21:23.670 --> 00:21:31.830 Linda Kagan: Your expectations have to be more tempered in terms of your the seller in anticipating you know, a figure to be bought out.

00:21:32.790 --> 00:21:44.610 Linda Kagan: And you also have to come up with ways in which you might consider instead of the traditional or you know it's often is that is the case where someone is selling their company.

00:21:44.820 --> 00:21:49.320 Linda Kagan: And maybe the owner stays on for a year or two.

00:21:49.770 --> 00:21:50.910 Linda Kagan: As a consultant.

00:21:52.230 --> 00:22:02.070 Linda Kagan: And you know, but still receives a bulk of the the revenue from from the sale at the closing prior to that consultation period beginning.

00:22:02.460 --> 00:22:05.340 Linda Kagan: Well, now that might change the owner might.

00:22:06.030 --> 00:22:17.160 Linda Kagan: More often take a percentage of the sale price, you know at the closing but need to sort of earn the balance of it by.

00:22:17.310 --> 00:22:19.320 Linda Kagan: enabling the company to.

00:22:19.560 --> 00:22:27.180 Linda Kagan: Not just maintain its current status in terms of revenue and expenses and income but also increase it.

00:22:27.540 --> 00:22:28.710 Linda Kagan: So there may be.

00:22:28.770 --> 00:22:44.250 Linda Kagan: You know the way that I would you know if I was structuring a purchase of the company for an acquire at this point, I would suggest that that would be you know, an appropriate sort of payout process where.

00:22:44.700 --> 00:23:01.950 Linda Kagan: The owner has to stay on and has to continue to be, you know, an active part of the business in order to receive a balance of the payment that would normally that the the owner would receive at the closing of the deal.

00:23:03.090 --> 00:23:11.280 Linda Kagan: As you know, just to provide my client again the acquire with some protection in terms of consistency.

00:23:12.600 --> 00:23:14.460 Linda Kagan: Someone who already knows the market.

00:23:14.760 --> 00:23:17.430 Linda Kagan: understands the functionality of the business.

00:23:17.730 --> 00:23:18.480 Eric Sarver, Esq.: understands the.

00:23:18.690 --> 00:23:26.160 Linda Kagan: editors and can be more of a guiding force than they might otherwise be without without the pandemic.

00:23:27.180 --> 00:23:37.620 Linda Kagan: And then, of course, we have the international instability and we have a significant inflation, I think today, there was the report was over 8%.

00:23:38.760 --> 00:23:45.810 Linda Kagan: And so that also creates challenges for people who are selling their businesses.

00:23:46.320 --> 00:23:54.510 Linda Kagan: On the other hand, if know if it's the right time for you to sell your business it's the right time for you to sell your business, and you know it's.

00:23:54.870 --> 00:24:07.290 Linda Kagan: it's something that you just need to be aware of, and you need to be creative and you need to find ways to create that multiple that that you think is justifiable.

00:24:08.400 --> 00:24:13.020 Linda Kagan: You know, despite despite the pandemic, despite the economic uncertainty.

00:24:13.350 --> 00:24:26.850 Linda Kagan: Which reality, you know we always have economic uncertainty and there are always things that are happening, you know there's there's no generation that hasn't faced worldwide calamity of one sort or another.

00:24:27.930 --> 00:24:40.050 Linda Kagan: And so, while of course in the moment it feels like you know this is worse than anything else it's it's still terrible and and obviously we all want things to calm down and.

00:24:40.080 --> 00:24:47.190 Linda Kagan: for people to be safe in their homes, wherever they live, so yeah I think there's a there's a lot going on.

00:24:48.390 --> 00:24:53.460 Linda Kagan: I think I think the needle is going to continue to move so it's really about being creative.

00:24:54.600 --> 00:25:05.820 Linda Kagan: solutions and advice, you know that we provide to clients who are either interested in selling their business or clients or think this might be a good time to acquire a competitor.

00:25:06.090 --> 00:25:06.720 Linda Kagan: or another.

00:25:06.780 --> 00:25:12.960 Linda Kagan: Part of the vertical chain of whatever their business or whether it's a service business or a product based business.

00:25:13.530 --> 00:25:19.800 Eric Sarver, Esq.: yeah know I think I think that's very good, those are very good points that I think it's exactly right about you know, especially since.

00:25:20.250 --> 00:25:28.770 Eric Sarver, Esq.: We have this valuation look back period think is very skewed now and you're right every generation has it's cloudy that's boring that's.

00:25:29.520 --> 00:25:38.490 Eric Sarver, Esq.: economic recessions and so forth, but with dependent and it's hard to get an accurate read on you know with the last two years, indicative of how the company.

00:25:38.790 --> 00:25:50.490 Eric Sarver, Esq.: might go forward and so, but having an owner stay on in a different capacity to guide the company through this extra this new layer of business or this new level I guess you can say.

00:25:50.820 --> 00:25:57.990 Eric Sarver, Esq.: I guess number one, it can inspire confidence in the buyer knowing that in this concert, where they have the owners still on board.

00:25:58.350 --> 00:25:58.680 Eric Sarver, Esq.: Right to.

00:25:58.890 --> 00:26:08.490 Eric Sarver, Esq.: Leave the company in the correct way to use their skills, their goodwill their knowledge of the field, but also, I think, just as you pointed out it's hard for.

00:26:09.060 --> 00:26:19.950 Eric Sarver, Esq.: Some companies like say to kind of use your normal sort of usual standards that they would use for evaluation process that they use if you have this conversation say in 2018.

00:26:21.360 --> 00:26:34.110 Eric Sarver, Esq.: So I think he had certainly international you know instability instability in the tragedies in Ukraine and truly I think it will impact continue to impact, you know the global scale of things and.

00:26:35.010 --> 00:26:42.720 Eric Sarver, Esq.: More companies we buy their competitors and such it brings up an interesting issues for me employment law when i'm traveling non compete.

00:26:43.110 --> 00:26:54.300 Eric Sarver, Esq.: With preventing updating them for companies and say okay well look if you have a clause that says non compete can be assigned to a possible successor assigned to a buying company on say.

00:26:55.110 --> 00:27:04.110 Eric Sarver, Esq.: That employee may be subject to non competition clause, he has a new company, but how much that new company wants to enforce that.

00:27:05.070 --> 00:27:20.310 Eric Sarver, Esq.: If a new company is going in bone and now their workers are working from another State where they live, that can change how the Employment Agreements must be structured so I assume is that mike's point that there are a lot of different I guess factors to consider now.

00:27:21.450 --> 00:27:26.910 Eric Sarver, Esq.: Maybe they weren't always in as prevalent, you know pre pandemic perhaps Thursday.

00:27:28.230 --> 00:27:39.450 Linda Kagan: yeah no, I agree with you, I think the you know every state has will many States have very different non compete guidelines and legal cases that have determined that.

00:27:40.590 --> 00:27:44.220 Linda Kagan: You know, they want a very defined you know limited geographic area.

00:27:45.780 --> 00:27:53.340 Linda Kagan: You know, obviously each State wants people to be able to continue to work so there's a public policy component.

00:27:54.450 --> 00:28:06.210 Linda Kagan: which you know, whenever you're drafting a non compete clause, you know whether it's in the context of an m&a deal or you know, obviously, an employment contracts.

00:28:07.110 --> 00:28:12.600 Linda Kagan: you'd have to be cognizant of what where you anticipate someone is going to work.

00:28:13.680 --> 00:28:22.230 Linda Kagan: And whether or not, if the contract say is drafted in New York and someone's working remotely in California.

00:28:24.120 --> 00:28:30.810 Linda Kagan: You know, do the non compete limitations set by California courts apply.

00:28:32.070 --> 00:28:38.880 Linda Kagan: You know I haven't I haven't read any cases on it, yet, but i'm sure they're out there are will be decisions will be coming soon.

00:28:39.960 --> 00:28:41.400 Linda Kagan: You know, to a theater near you.

00:28:44.490 --> 00:28:47.550 Linda Kagan: yeah I think I think it's very challenging I think.

00:28:48.810 --> 00:28:52.620 Linda Kagan: You know non competes are difficult to enforce.

00:28:53.760 --> 00:28:54.990 Linda Kagan: I think they're.

00:28:56.640 --> 00:29:05.490 Linda Kagan: really not business friendly, even though people who have businesses think that it's great to have them often but, at the end of the day.

00:29:06.630 --> 00:29:18.180 Linda Kagan: You know, when you when you think about it, if everyone is is, including non competes in the executive compensation and Employment Agreements it's harder to hire people that you need.

00:29:19.050 --> 00:29:35.940 Linda Kagan: So you know really can cut both ways, because the employer who takes on someone who has a non compete has to often pay the prior company some amount to release them from that that non compete clause so.

00:29:37.140 --> 00:29:50.520 Linda Kagan: You know I don't I don't know that it serves companies as much as as they might think it, it does have a non compete clause, I think it makes you know, and this also you know kind of segue.

00:29:51.930 --> 00:29:55.920 Linda Kagan: From non compete to sweat equity agreements.

00:29:57.030 --> 00:30:09.540 Linda Kagan: Which is also a very key component for a lot of companies, especially startups or young companies who need to keep keep.

00:30:10.020 --> 00:30:23.160 Linda Kagan: Employees and they so they provide sweat equity agreements, which would then allow you know, over time, for an employee to earn equity in the business as long as they continue to work in it.

00:30:23.550 --> 00:30:36.750 Linda Kagan: And so that's something also to really think about in the m&a context, because you do want to take advantage of maintaining the best employee base.

00:30:37.020 --> 00:30:38.820 Linda Kagan: For a company that you're purchasing.

00:30:39.150 --> 00:30:48.300 Linda Kagan: And so vesting agreements are you know sort of the other side of the coin, I think, from non competes where.

00:30:48.570 --> 00:30:50.700 Linda Kagan: You want to honor.

00:30:51.450 --> 00:31:05.700 Linda Kagan: and find a way to still provide those key employees with the intended benefits of investing in agreement, even if it has invested, so the way that we draft obviously the the sweat equity agreements.

00:31:06.570 --> 00:31:10.440 Linda Kagan: which you know, obviously, allow companies that don't have a lot of cash.

00:31:11.280 --> 00:31:19.290 Linda Kagan: or don't want to use a lot of their cash for their employees sort of blend providing them with a salary that's less than it should otherwise be.

00:31:19.530 --> 00:31:28.170 Linda Kagan: With a vesting agreement so that they are earning equity, as long as they stay for a number of years, and so you know the most effective way to.

00:31:28.950 --> 00:31:47.160 Linda Kagan: Ensure that the employee will get the benefit and the employer will get the benefit of that employee being loyal and staying is to include in it a clause that triggers complete vesting should the company that issued the sweat equity agreement be acquired by another company.

00:31:47.700 --> 00:31:56.610 Eric Sarver, Esq.: agree, yes, no yes really like i'm seeing into the parts of my heart that I really had to do a lot of work on I should say, are really i'm.

00:31:57.120 --> 00:32:03.540 Eric Sarver, Esq.: very much on board what you're saying here, especially with the Naga pizza set sweat equity agreements other non compete sort of like the carrot.

00:32:03.810 --> 00:32:07.980 Eric Sarver, Esq.: approach to business as opposed to that i'm trying to stick approach and with us, as opposed to the carrot.

00:32:08.250 --> 00:32:17.100 Eric Sarver, Esq.: And sort of you know don't leave don't do that just for you will be penalized with this was trained, you know from the non compete but i've seen a lot more.

00:32:17.460 --> 00:32:25.590 Eric Sarver, Esq.: i've seen a transmission say more often now, of course, if not unfortunate non competes and now actually it's funny you mentioned case I read two cases recently.

00:32:26.520 --> 00:32:29.430 Eric Sarver, Esq.: Blank means one second circuit Court of Appeals and one is.

00:32:29.850 --> 00:32:40.620 Eric Sarver, Esq.: Elsewhere, asked a court where they are looking at the the claws might say, well, if you're terminated, or you quit doesn't matter you still held to this non compete for a year.

00:32:40.830 --> 00:32:48.090 Eric Sarver, Esq.: What have you now quarter saying not so fast to get your terms terminated and you learn learn certain benefits that you would have gotten that you stayed.

00:32:48.540 --> 00:32:55.320 Eric Sarver, Esq.: And you just you know fire without cause it's an undue hardship, because now using those that i've had and health insurance.

00:32:55.680 --> 00:33:03.720 Eric Sarver, Esq.: and your salary and then to restrict you even further, when you can and can't work it's just too much so i've seen courts restrict those a lot, and then to your point to.

00:33:04.050 --> 00:33:15.270 Eric Sarver, Esq.: That if you're buying a company, you have is non competes with other companies may have non competes also you might want to hire great talent and are you getting a cease and desist letter from that great talents for important thing.

00:33:15.360 --> 00:33:21.870 Eric Sarver, Esq.: I never not been so and, of course, exactly agreements glad to cover there but we're a little over the commercial break I just.

00:33:22.950 --> 00:33:23.550 wanted to let you.

00:33:25.830 --> 00:33:31.770 Eric Sarver, Esq.: know no, no, please it's totally fine so i'll just send our audience now once again you're tuned in to you.

00:33:32.460 --> 00:33:49.650 Eric Sarver, Esq.: taught me to nyc and maybe you're watching us listening on iTunes apple spotify stitcher Google play, but uses employment law today i'm your host a weekly host erick solver and my guest tonight is attorney Kagan stick around we're going to talk more about m&a the time of Kobe bryant.

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00:34:53.310 --> 00:35:04.230 A small business trying to navigate the covert 19 related employment laws Hello i'm Eric savoured employment law business law attorney and host of the new radio show employment law today.

00:35:04.860 --> 00:35:17.460 I might show who had guests, to discuss the common employment law challenges business owners are facing during these trying times tune in on to the things from 5pm to 6pm Eastern time on talk radio dot nyc.

00:35:22.320 --> 00:35:31.050 you're listening to talk radio nyc at www talk radio dot nyc our broadcasting 24 hours a day.

00:35:54.960 --> 00:35:57.420 Eric Sarver, Esq.: Welcome back folks to learn a lot today.

00:36:00.030 --> 00:36:00.690 Eric Sarver, Esq.: i'm in London.

00:36:01.980 --> 00:36:13.860 Eric Sarver, Esq.: And this employer your estate industry and my guest tonight is also attorneys attorneys in the game and founder and kicking babu nothing much experience.

00:36:15.630 --> 00:36:26.460 Eric Sarver, Esq.: Back Randy and commercial litigation business transactional work in a court of law, etc, so the terrorists most important part and selling here today talking.

00:36:28.110 --> 00:36:39.600 Eric Sarver, Esq.: About this, every time Kobe what employers need to know, and I think we're covering really good rounding people to consider and which talking a little bit about, for example, about how to structure their.

00:36:40.740 --> 00:36:46.200 Eric Sarver, Esq.: Payments or should they have to worry about so i'm going to ask.

00:36:47.670 --> 00:36:54.450 Eric Sarver, Esq.: What is the word perhaps additional legal considerations and then demonstrations.

00:36:55.980 --> 00:37:01.260 Eric Sarver, Esq.: worth today, yes, looking to look into to buy time.

00:37:03.420 --> 00:37:18.900 Linda Kagan: yeah sure you know, obviously, to really important parts of the equation for a buyer I think that the legal considerations have to do with what we've been talking about in terms of employment contracts and any limitations non competes.

00:37:19.890 --> 00:37:22.710 Linda Kagan: existence of sweat equity agreements and whether or not.

00:37:23.790 --> 00:37:37.050 Linda Kagan: That impacts, the deal in terms of you know where the cash goes and and whether or not the new you know, the new owner is going to want to keep people on board and provide them with an incentive.

00:37:37.740 --> 00:37:53.040 Linda Kagan: it's it's always interesting how companies, think about the if it's a company buying another company they think about it differently than, say, someone who was in maybe the financial world and now wants to purchase a company.

00:37:53.970 --> 00:37:56.610 Linda Kagan: which happens quite a bit, just like you know lawyers leave the.

00:37:56.610 --> 00:38:04.710 Linda Kagan: Practice of law and become you know CAFE owners or owners or you know I don't know astronauts.

00:38:06.330 --> 00:38:07.050 Eric Sarver, Esq.: sky's the limit.

00:38:07.860 --> 00:38:13.140 Linda Kagan: yeah maybe not astronaut, because I think you have to when he hit a certain age it's probably not an option in.

00:38:14.190 --> 00:38:15.540 Eric Sarver, Esq.: Your estimation.

00:38:15.570 --> 00:38:20.130 Linda Kagan: yeah yeah unless you become a billionaire, then you can fly with spacex or one of those companies.

00:38:23.100 --> 00:38:32.280 Linda Kagan: But you know just to you know kind of walked through your listeners a little bit I thought it'd be good to sort of go through some of the points of considerations.

00:38:33.720 --> 00:38:39.960 Linda Kagan: Points and considerations that both either a you know, a buyer or seller needs to be aware of.

00:38:40.020 --> 00:38:48.240 Linda Kagan: And so you know, I have a fairly short list I think it's about 10 or 12 points, the first thing that.

00:38:49.290 --> 00:38:54.720 Linda Kagan: Whether you're you know interested in selling your business or interested in buying one you have to.

00:38:56.010 --> 00:39:10.950 Linda Kagan: You have to look at a lot of very important information and that all falls under the rubric of pre deal due diligence and that involves looking at all the corporate documents all the financial documents tax returns.

00:39:12.090 --> 00:39:25.380 Linda Kagan: tax obligations, because a lot of companies do business in different states in the US and so their tax obligations are not simply about payroll or their you know immediate state they may do business in.

00:39:25.440 --> 00:39:37.680 Linda Kagan: Oklahoma or California and so it's really understanding the reach of the company and its activities and how you know the accumulated tax obligations.

00:39:38.550 --> 00:39:58.710 Linda Kagan: One might impact, the bottom line, but also you don't want to be held, you know holding you want it, you don't to be additional you're holding the bag for prior years tax obligations, and this is, it seems like a very obvious point, but a lot of buyers don't think about that.

00:39:59.850 --> 00:40:03.360 Linda Kagan: You know, and part of it is when you don't know what you don't know.

00:40:03.810 --> 00:40:04.320 Eric Sarver, Esq.: Yes.

00:40:04.350 --> 00:40:07.020 Linda Kagan: You wind up paying for things that you shouldn't pay for.

00:40:07.710 --> 00:40:10.590 Linda Kagan: Especially in the m&a world so due diligence.

00:40:11.430 --> 00:40:20.610 Linda Kagan: Is such a critical part of the process, which is why you know I always recommend that if you're interested in selling your business, you should start.

00:40:20.910 --> 00:40:29.670 Linda Kagan: Preparing for that a year or more in advance of your anticipated, you know closing day when you receive a check or the wire to your account.

00:40:30.300 --> 00:40:39.660 Linda Kagan: Because it really does take quite a while to position your company and prepare this the due diligence and you know, obviously.

00:40:40.500 --> 00:40:51.420 Linda Kagan: You know, you want to review your operations, you want to understand your current optimization for growth, and that requires having a very dynamic business plan.

00:40:51.840 --> 00:41:03.030 Linda Kagan: And you know a lot of companies don't have business plans they have a way of doing business but that's a de facto business plan it's just not one that's readily understandable.

00:41:04.170 --> 00:41:10.380 Linda Kagan: From the perspective of an acquire and so you want to have it put in place.

00:41:11.310 --> 00:41:18.720 Linda Kagan: A business plan, and you know the reality is, and you know that's that's one of the consultancy parts of my practice that I do with companies, as I.

00:41:19.140 --> 00:41:30.420 Linda Kagan: create a business plan based on what their business does now in that process, we really uncover ways in which revenue may be leaking out the door.

00:41:31.470 --> 00:41:42.330 Linda Kagan: or just not being captured in the right way or expenses are flowing in and they're really not sort of focused on on you know where that's coming from and.

00:41:42.420 --> 00:41:55.590 Linda Kagan: So it's a great way to get a handle on your business and you need that handle on your business if you're going to go out into the marketplace and present it to people who you think will want to pay money for it.

00:41:56.760 --> 00:41:58.620 Linda Kagan: The whole lemonade process it's not.

00:41:58.890 --> 00:42:00.900 Linda Kagan: You know it's not nuclear science or.

00:42:01.500 --> 00:42:07.470 Linda Kagan: You know anything that complicated, but it is very detail oriented, and I think.

00:42:08.550 --> 00:42:20.760 Linda Kagan: You know it's having the patience and the willingness to hire you know someone like me or my firm or you and you know you obviously do on the employment end of things and.

00:42:20.760 --> 00:42:27.360 Linda Kagan: Some obviously this is work as well is really taking the time to understand your own business.

00:42:27.870 --> 00:42:46.050 Linda Kagan: And you know that means reviewing your revenue stream your client base to really determine how those create financial stability in your company, because when i'm looking at buying a company for a client that's what i'm looking at.

00:42:46.230 --> 00:42:58.500 Linda Kagan: I want to really understand what the ongoing value will be and that's obviously based on you know the revenue stream reflects the efforts and activities of the current owner.

00:42:59.190 --> 00:43:04.980 Linda Kagan: The client base will determine whether or not those that revenue stream is going to continue.

00:43:06.180 --> 00:43:10.740 Linda Kagan: How will continue what, what do you need to do to make sure it's going to continue.

00:43:11.610 --> 00:43:12.240 Linda Kagan: And those are.

00:43:12.270 --> 00:43:23.940 Linda Kagan: You know, obviously qualitative questions are questions that require qualitative answers, based on the company, the market that you're in or you just in the US market or you in Portugal.

00:43:24.990 --> 00:43:27.690 Linda Kagan: Or you in Germany, or are you in China.

00:43:28.800 --> 00:43:39.750 Linda Kagan: You know, all those things really have and where do your resources come from you know, do you know, are you dependent on on you know semiconductor chips made in Taiwan.

00:43:40.650 --> 00:43:51.480 Linda Kagan: Or are you, you know really take getting all these sort of resources that you need to make your product in the US or in Canada.

00:43:51.780 --> 00:43:55.290 Eric Sarver, Esq.: Where what's happening in those places right in those countries what is.

00:43:55.680 --> 00:43:57.300 Eric Sarver, Esq.: Your supply chain you're right.

00:43:57.750 --> 00:43:58.350 Eric Sarver, Esq.: Absolutely.

00:43:58.920 --> 00:43:59.940 Eric Sarver, Esq.: yeah just to point that out.

00:44:00.030 --> 00:44:07.920 Linda Kagan: Right right right yeah so yeah I mean right now, if you're if you're building something, and you know you need windows and they're they're coming from you know.

00:44:09.030 --> 00:44:11.400 Linda Kagan: Either the edge of Western Eastern Europe.

00:44:12.600 --> 00:44:25.890 Linda Kagan: probably going to have a longer time period before you receive them because there's just you know too much instability and and delays, and you know other more important things going on there, then making windows.

00:44:28.350 --> 00:44:32.040 Linda Kagan: So you know the other some of the other points that I.

00:44:32.100 --> 00:44:35.790 Linda Kagan: You know, provide a detailed list for my clients is.

00:44:37.140 --> 00:44:41.820 Linda Kagan: to determine whether the existing assets can actually expand the revenue base.

00:44:42.870 --> 00:44:47.130 Linda Kagan: That is, you know, obviously, an ongoing issue for every company.

00:44:47.760 --> 00:45:01.920 Linda Kagan: Because they need to you know R amp D, you know, research and development, whatever that means for their company, you know if you're a restaurant your R amp D might be, you know finding new menus or new shifts that can make a difference, or.

00:45:02.850 --> 00:45:12.360 Linda Kagan: If you're you know, creating a product, you know, are you are you on the cutting edge, you know, are you, you know ahead of your competition.

00:45:13.080 --> 00:45:25.380 Linda Kagan: What is it going to take for you to keep up with your competition and obviously the same questions that an acquirer would have you know what have they done, what is the business done to invest in itself.

00:45:26.520 --> 00:45:38.070 Linda Kagan: What is it done to ensure that its revenue stream is not just going to continue as a flatline but it's going to increase, you know, is there an inflection point.

00:45:38.370 --> 00:45:47.130 Linda Kagan: That makes your company more valuable prospectively and while you're not paid for the perspective value.

00:45:47.430 --> 00:45:54.330 Linda Kagan: You might be, you might get some a premium for the work that you've done to create that inflection point.

00:45:55.080 --> 00:45:58.740 Linda Kagan: Because it is a value, obviously, you have to negotiate back and forth with that.

00:45:58.980 --> 00:46:00.390 Linda Kagan: With that number might be.

00:46:01.440 --> 00:46:08.460 Linda Kagan: it's investing in yourself and that could take the form of you know, making sure you have a trademark files.

00:46:09.570 --> 00:46:18.780 Linda Kagan: You know, we do that normally for clients, because having a trademark makes a difference, especially if you're selling in the international market.

00:46:19.680 --> 00:46:24.450 Linda Kagan: You want to you know, having a US trademark can be very powerful you're creating a brand.

00:46:26.070 --> 00:46:33.990 Eric Sarver, Esq.: Also, absolutely have to say I want to hear more about this, I think it's a great list so far we're a little over a commercial race want to jump in there, take it, the station.

00:46:34.650 --> 00:46:40.920 Eric Sarver, Esq.: I know there, but I will say that this is really like truly fantastic so when we come back we're gonna hear more some of those.

00:46:41.340 --> 00:46:56.250 Eric Sarver, Esq.: Business legal points to consideration that then there was just discussing for is positioning yourself for the merger acquisition buyer or seller so stay tuned to pamela today don't go away we'll be right back and cigarette and.

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00:48:55.980 --> 00:49:04.320 Eric Sarver, Esq.: Welcome back to today i'm your host erick soccer has my listeners another one of our business attorney.

00:49:05.760 --> 00:49:19.860 Eric Sarver, Esq.: showed up again friend coddling excellent work with a ton of 30, then the King and founder and principal the cake and let's say like your your checks.

00:49:21.630 --> 00:49:25.830 Eric Sarver, Esq.: That you were just given before the commercial break on m&a.

00:49:26.970 --> 00:49:27.930 Eric Sarver, Esq.: is really great and I.

00:49:30.360 --> 00:49:41.040 Eric Sarver, Esq.: needed to diligence just in detail around existing assets already is a key key feature, I wanted to take a little bit of time to.

00:49:42.090 --> 00:49:50.970 Eric Sarver, Esq.: finish up this want to cut you off there with commercial when and then I actually went to one last question with an important one to to stay in that list.

00:49:53.430 --> 00:49:55.020 Eric Sarver, Esq.: I think i'm sorry I should have mentioned that.

00:49:55.950 --> 00:49:57.570 Eric Sarver, Esq.: it's important to get you every time.

00:49:58.710 --> 00:49:59.610 Linda Kagan: it's me every time.

00:50:01.020 --> 00:50:12.510 Linda Kagan: yeah I mean a couple of other things, and obviously doesn't make sense to go into any potential details here, but you know attacks analysis to structure the deal.

00:50:13.320 --> 00:50:27.870 Linda Kagan: Every m&a deal, you know the acquirer particular wants, as well as the seller wants to structure the value of the different assets in order to capture.

00:50:28.440 --> 00:50:41.820 Linda Kagan: You know, taxation sort of minimization you know from different perspectives and you know part of that is valuing goodwill valuing trademarks valuing IP.

00:50:42.750 --> 00:51:02.130 Linda Kagan: licenses you know we do a lot of work, creating licenses for for clients in the in the business world, I think the financial analysis is really the biggest part of it, I know we've talked about a number of the the factors that are part of financial analysis.

00:51:04.170 --> 00:51:12.750 Linda Kagan: And you know again it's I think the valuation models are you know they're as many as you can you know think up.

00:51:13.110 --> 00:51:14.910 Linda Kagan: And I think that.

00:51:14.970 --> 00:51:22.560 Linda Kagan: You know the different components, one of the classes, I had at Berkeley was econometrics.

00:51:22.920 --> 00:51:24.300 Linda Kagan: And it was it was.

00:51:24.330 --> 00:51:26.040 Linda Kagan: kind of ahead of its time back then.

00:51:27.210 --> 00:51:32.370 Linda Kagan: And it's really interesting how it really plays into the m&a.

00:51:33.540 --> 00:51:34.470 Linda Kagan: analysis.

00:51:34.710 --> 00:51:46.740 Linda Kagan: Because you really want to think about all the different elements that make up the metrics for deal, so you know, I think that you know we've touched on employment trademark.

00:51:46.800 --> 00:51:48.120 Linda Kagan: Intellectual property.

00:51:48.510 --> 00:51:50.700 Linda Kagan: Employees key employees.

00:51:51.030 --> 00:51:52.020 Linda Kagan: know these things are.

00:51:52.140 --> 00:52:06.180 Linda Kagan: are part of it, and I think that you know it's just an important area to to learn more about and to share with people the experiences that you know i've had his lawyer for unbelievably 29 years now and county.

00:52:07.680 --> 00:52:13.230 Eric Sarver, Esq.: I know that the years ago that's amazing, and I think about that too right, I say it's been 23 years how's it possible.

00:52:13.560 --> 00:52:21.840 Eric Sarver, Esq.: But like no I hear about that, and you know it's a very big umbrella right the the considerations for m&a I mean from the employment side to touch on a few things there I.

00:52:22.230 --> 00:52:30.930 Eric Sarver, Esq.: would like to look at it, say, are there any current existing employment information cases charges or or department of Labor filings investigations.

00:52:31.200 --> 00:52:37.830 Eric Sarver, Esq.: For outstanding for a company if you're looking to sell themselves, they really be able to resolve those it's looking to buy a company.

00:52:38.250 --> 00:52:42.210 Eric Sarver, Esq.: Make sure you have different situations resolved and so many agreements in place.

00:52:43.110 --> 00:52:52.020 Eric Sarver, Esq.: But that's also an issue we're seeing a lot of that with the rise of the implicit bias and the rise and discrimination cases based on disability during coven.

00:52:52.380 --> 00:53:03.060 Eric Sarver, Esq.: A lot of companies now like when they're punishing themselves to be sold, and they have to reveal that disclose that it comes out and due diligence there's a lot of explaining to do so it's important to get with an employment lawyer as well.

00:53:03.390 --> 00:53:04.170 Eric Sarver, Esq.: On these facts.

00:53:05.910 --> 00:53:13.350 Eric Sarver, Esq.: yeah so we've got a few minutes left, I want to, I want to give it to go to London in two ways and what I meant to ask you one question which is.

00:53:13.680 --> 00:53:24.390 Eric Sarver, Esq.: How do you distinguish yourself, aside from you've shown you're obviously very well versed in all this knowledgeable analytical, how do you distinguish the King of walking from other you know m&a corporate transaction burns.

00:53:26.070 --> 00:53:34.110 Linda Kagan: Well um you know, after being in the land in the world of big firms, when I first left law school.

00:53:35.790 --> 00:53:43.380 Linda Kagan: and actually I had really great experiences of both firms and learn quite a bit really fascinating interesting people.

00:53:44.460 --> 00:54:10.140 Linda Kagan: I think what distinguishes the practice that I created back in 2004 and so now had it for 18 years is the ability to be a little more insightful into the projects and the cases that we take on because we're you know the the law group is created specifically as a boutique firm.

00:54:10.470 --> 00:54:22.770 Linda Kagan: To focus on the needs of business owners and business investors, and so the result is that we focus on commercial litigation related to this is transactions.

00:54:23.640 --> 00:54:42.060 Linda Kagan: or contracts, obviously, that businesses enter into and having the constant focus on the needs of businesses, whether we're filing trademark drafting a new agreement doing an m&a deal either you know selling another party or defending against the lawsuit from another party.

00:54:42.990 --> 00:54:51.270 Linda Kagan: We also focus quite a bit more and more on alternate dispute resolution so as you mentioned i'm an arbitrator for the American arbitration association.

00:54:52.200 --> 00:55:02.820 Linda Kagan: I can also work on private arbitrations and i'm doing more and more mediation, which is the list list your listeners don't know arbitration.

00:55:03.690 --> 00:55:11.850 Linda Kagan: Is there's a federal arbitration act and so that's a very sort of formal mystic way of negotiating a dispute.

00:55:12.600 --> 00:55:22.440 Linda Kagan: little less it's more private than being in court because arbitration is typically done privately decisions are private and so a lot of companies.

00:55:23.010 --> 00:55:36.360 Linda Kagan: and employers like that approach mediation is a completely you know different species in itself, in that it provides more often than not, for non binding.

00:55:37.410 --> 00:55:52.290 Linda Kagan: negotiating between parties in and it's less structured there's no federal mediation act mediation is as well as arbitration is often in the clauses in your contract your business contracts.

00:55:52.560 --> 00:56:02.250 Linda Kagan: That you might not remember if you've been read them to begin with, when you sign them and they actually require you to make best efforts to first mediated dispute.

00:56:03.420 --> 00:56:13.980 Linda Kagan: means you know, working with your lawyer and the other side and having meetings and trying to work out, you know the what's what's actually going on.

00:56:14.400 --> 00:56:37.200 Linda Kagan: And then some some of contracts, also have an arbitration clause, which requires that you enter into formal arbitration, and so you know we really try to help and in all points and I think that having this broad experience really enables us to be effective mediators arbitrators and litigators.

00:56:37.710 --> 00:56:48.390 Eric Sarver, Esq.: yeah they are these milestones and I think it's great that you can share that with us we've got less than a minute left, I want to do they want to make sure I share linda's contact information.

00:56:49.020 --> 00:57:07.200 Eric Sarver, Esq.: two ways one on the screen because we for those who are watching and you can see right there the canon law group office in New York City we've got the website www dot the cake of our group COM we've got vendors linkedin up their phone number two and 2877296 and, of course.

00:57:10.620 --> 00:57:20.730 Eric Sarver, Esq.: At the cake law their list of folks to see, then the next 20 seconds before they cut me out when I say or 30 seconds it's been a pleasure, having you on the show.

00:57:21.360 --> 00:57:28.860 Eric Sarver, Esq.: want to thank you for appearing, for all your knowledge and insights and I want to say that if you listening tonight or Washington love the show you like what you see.

00:57:29.190 --> 00:57:40.980 Eric Sarver, Esq.: Tell your colleagues or your clients or your friends to tune in 5pm to 6pm Eastern standard time to talk radio nyc can also catch us on iTunes apple spotify Google play stitcher and.

00:57:41.520 --> 00:57:49.140 Eric Sarver, Esq.: i'm blanking, on the other one so have a wonderful night, thank you for joining us today today's a see my audience next week take.

00:57:49.980 --> 00:57:50.640 care.

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