VALUING YOUR BUSINESS：STRATEGIES TO MAXIMIZE THE SALE PRICE

Knowing the true market value of your business -- even before the business is officially for sale -- is essential. But to understand the complex issues behind business valuation, you need the trusted guidance of someone who knows how this process works.

In Valuing Your Business, Frederick Lipman -- a corporate attorney and former Wharton lecturer with more than forty years' experience in M&As, sales of companies, and IPOs -- reveals the proven strategies for managing valuation before selling a business.

This straightforward guide leads you through the entire process from beginning to end, addressing topics such as:

• How to enhance the value of a business
• Hidden costs and pitfalls to watch for and avoid
• Where to find expert attorneys and accountants
• Techniques for negotiating a deal that will maximize the sale price while avoiding unnecessary taxes
• Strategies for marketing a business to buyers without alarming staff, suppliers, competitors, and the media
• And much more.

If you're selling or contemplating selling a business, Valuing Your Business, is the only book you'll need.

FREDERICK D. LIPMAN is a partner with the law firm of Blank Rome LLP in Philadelphia. He was a lecturer in the MBA program at the Wharton School of Business. A graduate of Harvard Law School, Lipman has more than forty years' experience with M&As, sales of companies, and IPOs. In addition to his books, Lipman has appeared as a television commentator on CNN, CNBC, and Bloomberg, to name a few.

Acknowledgements.

Introduction.

PART I: ADVANCED PLANNING.

Chapter 1. Preliminary Considerations.

Chapter 2. Maximizing the Sale Price.

Chapter 3. Eliminating Deal Killers and Impediments.

Chapter 4. Protecting Your Business.

Chapter 5. Personal Considerations.

Chapter 6. Marketing Your Business.

PART II: PRELIMINARY NEGOTIATIONS.

Chapter 7. Surviving the Buyer's Due Diligence.

Chapter 8. Avoiding Negotiations Traps.

Chapter 9. Letters of Intent: A Recipe for Litigation.

PART III: THE SALE PROCESS.

Chapter 10. Structuring Your Transaction.

Chapter 11. Think After Taxes: Cash Flow to You.

Chapter 12. Selling to a Public Company.

Chapter 13. Selling a Publicly Held Company or a Control Block.

Chapter 14. Selling to Your Own Employees or to an ESOP.

PART IV: SALE TERMS.

Chapter 15. Deferred Purchase Price Payments: How to Become the Buyer's Banker.

Chapter 16. Earnouts: Another Litigation Recipe.

Chapter 17. Negotiating Employment and Consulting Agreements.

Chapter 18. Avoiding Traps in the Agreement of Sale.

PART V: ALTERNATIVES TO SELLING YOUR BUSINESS.

Chapter 19. Leveraged Recapitalization.

Chapter 20. Going Public.

Chapter 21. Valuing Internet Businesses.

PART VI: APPENDIXES.

1. Selected Sales of Businesses with Sale Prices from $10 Million to $1 Billion.

2. Selected Sales of Businesses with Sale Prices from $1 Million to $10 Million.

3. Selected Recent Sales of Businesses with Sale Prices from $500,000 to $1 Million.

4. Sample Confidentiality Agreement.

5. Sample Standstill Agreement.

6. Sample Letter of Intent.

7. Sample Agreement to Sell Assets for Cash.

8. Sample Agreement and Plan of Merger.

Index.