Date: Tuesday, December 15
Time: 4:30-6:00pm
Location: Gross, Mendelsohn & Associates
Mchenry Row
Whether you plan to hand the business to family, sell to key employees, or bring in an outside buyer, how you structure the transition will shape your taxes, your liability, and what you walk away with. In this interactive session, attendees will work through real-world scenarios: a family succession, a sale to a management team, and an acquisition by a competitor or investors. Together we’ll weigh the trade-offs between asset and stock purchases, including how each handles contracts, bonding, licenses, and lingering liabilities. Participants will leave with a practical framework for starting their own succession plan and the right questions to ask their attorneys, CPAs, and sureties. The discussion will include:
- Buy-Sell Agreements and Operating Agreements
- Type of Sale – Asset Purchase vs. Stock Purchase
- Determination of the Purchase Price
- Non-Disclosure Agreements
- Letter of Intent
- Working Capital Requirements Issues
- Work in Progress (WIP) Issues
- Indemnification Requirements
- Hold Back Provisions
- Terms of Payment; Collateral
- Seller’s Representations & Warranties
- Restrictive Covenants/Non-Compete Agreements for Owner(s) and Key Employees
- Notice to Employees, Customers, and the Public
ABOUT OUR SPEAKERS
Troy S. Brown, Esq., has extensive experience litigating complex claims in state and federal courts across a diverse set of practice areas, including Corporate & Business Transactions, Commercial Litigation, Construction & Residential Real Estate Law, Intellectual Property, Employment Law, Estate Planning, Gun Trusts, “White Collar” criminal defense, and matters involving self-defense.
A Harvard Law alumnus, he served as Of Counsel for a Litigation and Government Investigation practice in Washington, D.C., an attorney in the Asset Management Unit of the U.S. Securities and Exchange Commission (SEC).
Mr. Brown was selected as one of the “Lawyers of Distinction” in 2021 and selected to join The National Black Lawyers “Top 100” in 2020. In October 2021, Mr. Brown was named a Fellow of the American Bar Foundation (ABF), a prestigious honorary society that recognizes attorneys, judges, law faculty, and legal scholars whose public and private careers have demonstrated outstanding dedication to the legal profession and the welfare of their communities, and which limits membership to just one percent of lawyers licensed to practice in each jurisdiction.
Bruce E. Kauffman, Esq.,
Bruce E. Kauffman’s construction practice concentrates exclusively on the representation of subcontractors and suppliers, and he frequently speaks to the construction industry. Bruce counsels clients on the importance of risk management and subcontract negotiation to avoid unfavorable terms, achieve project profitability and protect against litigation. He has also successfully prosecuted numerous mechanic’s liens, payment bond claims, and related construction and commercial claims.
Bruce also specializes in corporate law and provides counsel to business owners in the structuring complex corporate transactions, and mergers and acquisitions.
He has represented clients in hundreds of transactions, including the sale of a veterinarian practice for $17,000,000, an IT company for $13,000,000, a law firm for $4,000,000, and an accounting firm for $46,000,000. He has represented clients in the sale and purchase of many construction companies, ranging in price from $2,000,000 to $40,000,000.
(Optional) Business Practice Interchange (BPI)
All ASA Connect events (except the Annual Meeting in June) are followed by an optional, members-only, attorney-moderated, confidential Business Practice Interchange (BPI) session to discuss upcoming or ongoing projects, people, pitfalls, and processes.
Food & Beverages
Light snacks will be provided.
Sponsorships
Sponsorships include one ticket and may be purchased at any time up to one week prior to the ASA Connect event in order to allow time for the design and printing of the sponsor’s sign.
When Can I Register?
Registrations for each ASA Education Session are available at least five weeks prior to the ASA Connect event, up to the end of the day prior to the event.
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Legal Issues in Succession Planning and Selling Your Company
December 15, 2026
4:30 pm - 6:00 pm Featuring Troy Brown, Esq., and Bruce Kauffman, Esq.
Venue: Gross, Mendelsohn & Associates - McHenry Row
Address: