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Main Subject - How to Sell A Business: Working With Your Attorney and CPA
When selling your own business, it is critical that you understand the points in the deal process when your attorney and CPA should get involved. The first point to make is that both of these parties must be involved in your selling process. You should think of th
According to USFDA, a combination product is one composed of any combination of a drug and device; biological product and device; drug and biological product
em as a part of your “Exit Strategy Team.”
Your CPA
Your primary goal with your CPA is to minimize the tax impact of your sale. Small changes in deal structure can make large differences in your after-tax cash from the sale, or be the difference in wheth
Your CPA
Your primary goal with your CPA is to minimize the tax impact of your sale. Small changes in deal structure can make large differences in your after-tax cash from the sale, or be the difference in wheth
; or drug, device, and biological product and fixed dose combination would include two or more combinations of drug.
Examples of combination products may in
Examples of combination products may in
r or not a deal gets done at all. A seller can save literally hundreds of thousands of dollars in taxes as a result of deal structure and asset allocation decisions. If you have a small business that won’t sell for hundreds of thousands of dollars, don’t think there isn’t
lude drug-coated devices, drugs packaged with delivery devices in medical kits, and drugs and devices packaged separately but intended to be used together.
a role for a quality CPA. There is.
A typical CPA is going to charge you somewhere between $100 and $200 for a one hour consultation. For a smaller business, a good CPA should take no more than thirty minutes to give you an intelligent assessment of your tax exposure base
A typical CPA is going to charge you somewhere between $100 and $200 for a one hour consultation. For a smaller business, a good CPA should take no more than thirty minutes to give you an intelligent assessment of your tax exposure base
here is enormous increase in the number of combination products entering the market in the recent years. Combination products have proven advantages but fixe
on likely deal structures. Spending $100 to save $1,000 on a small business sale, or to make sure you simply didn’t miss an opportunity, is a good deal.
When to Meet with Your CPA
Meet with your CPA at two critical junctures: after you first decide to s
When to Meet with Your CPA
Meet with your CPA at two critical junctures: after you first decide to s
d dose combinations are still in the process of convincing regulatory authority on their advantages over the single ingredient formulations.
Combination pro
Combination pro
ll, and when you are evaluating an offer that includes any agreement on the structure of the deal.
The first meeting will allow you to develop an understanding of deal structure issues, particularly in terms of tax implications. This will make you a more informed decision
The first meeting will allow you to develop an understanding of deal structure issues, particularly in terms of tax implications. This will make you a more informed decision
ucts have become life saving products for the pharmaceutical companies who doesn’t have many innovative molecules in their product pipeline and have been inc
-maker and a better negotiator. There are numerous internet based resources that will help you gain a base of knowledge that will make your time with a CPA more valuable. Simply type "how to sell a business" in a search engine like Yahoo, MSN or Google, and you will be abl
easingly used in the product life cycle management. Even the companies having product patents are trying to extend their product life cycle through the combi
to find several quality resources.
A second meeting over a specific offer gives your CPA concrete variables to calculate your tax liability, and possibly reveal solutions to minimize it.
You may meet with your CPA more often if you have multiple offers over time. After
A second meeting over a specific offer gives your CPA concrete variables to calculate your tax liability, and possibly reveal solutions to minimize it.
You may meet with your CPA more often if you have multiple offers over time. After
nation products and maximize the revenues. But the companies involved in this practice are overlooking that they are burdening the patients both economically
ou get a little education from him or her, you will be able to make some decisions on your own, but call your CPA before entering into a final and binding purchase agreement. If they are familiar with your situation, a shorter, cheaper phone call may suffice.
If you’re tr
If you’re tr
and physically. They need to rightly judge the benefits of the combination products and they have to even look at the risks involved when combining the produ
ying to economize, you can meet with your CPA only before committing to a deal that includes financial structure details that can affect your tax situation. We do advise working out allocation issues prior to a binding purchase agreement for the simple reason that you don’
ts. Some of the combination products were well accepted by physicians while others suffered. Companies involved in development of combination products are fi
want to get the parties committed to a deal and then blow it up over a meaningful change due to tax concerns.
TIP: All CPA’s are not created equal. You need one with experience in business transactions. If your normal CPA does not frequently deal in business tra
TIP: All CPA’s are not created equal. You need one with experience in business transactions. If your normal CPA does not frequently deal in business tra
ding difficulty in defining their combination products and facing various challenges from selecting a combination to marketing it.
Following aspects would a
Following aspects would a
sactions, then you need to find one who does. Ask CPA’s pointed questions to see if they seem to have a grip on the implications for a business sale.
Your Attorney
A good business attorney will help you review your purchase agreement both for issues that
Your Attorney
A good business attorney will help you review your purchase agreement both for issues that
dd to the challenges in developing combination products:
Which markets to tap where the combination products can do fairly well?
Which combination prod
Which markets to tap where the combination products can do fairly well?
Which combination prod
protect your interests, and to ensure that it complies with legal requirements in your jurisdiction.
You can find excellent purchase agreement templates online that are designed to be balanced and treat both parties fairly. While you can settle most of the issues in your
You can find excellent purchase agreement templates online that are designed to be balanced and treat both parties fairly. While you can settle most of the issues in your
cts are meaningful and rational?
Which therapeutic categories to select?
Which Combinations can address unmet needs of the patients?
Do combin
Which therapeutic categories to select?
Which Combinations can address unmet needs of the patients?
Do combin
deal with one of these templates, be sure to have an attorney review the agreement before committing to it. Your deal or business may have unique attributes that need to be accounted for. In addition, each state has its own laws and regulations, and your attorney will ensu
tions increase the patient compliance?
What would be the developing cost?
How to tackle the risks encountered during combination product developmen
What would be the developing cost?
How to tackle the risks encountered during combination product developmen
e the standard required language in your state is included, either by changing the body of the form, or through an addendum.
When to Meet with Your Attorney
There are multiple points in time when you may want to consult with an attorney. There are two cr
When to Meet with Your Attorney
There are multiple points in time when you may want to consult with an attorney. There are two cr
t?
As combination products don't fit into the traditional categories of drugs, medical devices, or biological products, the USFDA is in the process of devel
As combination products don't fit into the traditional categories of drugs, medical devices, or biological products, the USFDA is in the process of devel
itical points, however, when an attorney must be involved. The first is prior to signing a binding purchase agreement, as noted above.
The second time an attorney must be involved is at closing. Do not, under any conditions, close the deal yourself only to save a
The second time an attorney must be involved is at closing. Do not, under any conditions, close the deal yourself only to save a
ping new procedures for reviewing their safety, efficacy and quality.
Professional from academic institutions, pharmaceutical industries, health care indust
Professional from academic institutions, pharmaceutical industries, health care indust
few hundred dollars in attorney’s fees. It will come back to haunt you. Ideally, you should use an escrow attorney who is not representing either party to close the deal. If it is a larger deal where one party has an attorney on staff, you must use an independent attorney
y and representatives from various regulatory agencies are working out to design the regulatory requirements for manufacture and sale of combination products
o handle the closing, or have both parties attorney’s manage the process together.
TIP:
Attorneys have specialties. You want one who has been involved in numerous business transactions. Also shop prices. For a typical small business transaction, you don’t need a
TIP:
Attorneys have specialties. You want one who has been involved in numerous business transactions. Also shop prices. For a typical small business transaction, you don’t need a
.
As there is an increasing trend of the combination products companies manufacturing such products should be able to tackle the problems involved in the de
As there is an increasing trend of the combination products companies manufacturing such products should be able to tackle the problems involved in the de
$1,000 per hour attorney, just one with experience processing business sales including business purchase agreements.
Use Your Exit Strategy Team
Although some key points at which to involve both your CPA and attorney in your deal have been outlined here
Use Your Exit Strategy Team
Although some key points at which to involve both your CPA and attorney in your deal have been outlined here
elopment. They need to be wiser in analyzing the market trends and the regulatory requirements.
Companies that provide selfless information through particip
Companies that provide selfless information through particip
never hesitate to involve them at other points in the process when you have doubts or concerns of a tax, accounting or legal nature. It’s a lot cheaper to pay for an extra ten or fifteen minutes of time than it is to deal with the aftermath of a failed or flawed agreement
tion in industry events and feedback to regulatory authorities would be able to face the challenges and will be successful in developing combination products
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