Southern NJ SCORE Workshop

Planning for Partners and Investors

a.k.a. Avoid Transferring Your Hard Earned Wealth to Your Litigation Attorney

Internal stresses from relations between business partners can tear apart otherwise successful businesses. Many of these stresses can be easily handled up front when all the parties are on good terms. Learn about significant causes of shareholder disputes, business divorce and the woes of success. Knowing these issues going into your business allows you to plan on how to deal with them while all of the parties are on good terms.

If you don't handle them up front you will likely end up having to pay a litigation attorney to try to bail you out of a much more difficult situation later.

Topics:

Scope of the venture
- Defining the business
- Corporate opportunities
- Ability to participate in other ventures
  - Serial Entrepreneurs
  - Investors, VCs, and PEs
  - Founders, Operators
  - Limited partners
- Dispute Resolution: They will arise over
  - Control: Power, Management, etc
  - Money: Salaries, Profits, Distributions
  - Capital: Need, Terms, Liquidity Preferences, etc
  - Personal: Time devoted to business
  - Ego: Credit, Titles, etc
  - Results
  - New Partners, Members, etc
  - Future Direction
- Financial Accounting and Tax
  - Financial Metrics/Precision of Terms
    - EBITDA
    - Net Income
    - Cash or Accrual or...
  - Phantom Income
  - Taxes
  - Operational and financial controls-avoiding learning your partners embezzled
- Structuring your Ownership
  - Estate Planning for founders and owners
  - IMpact on foundational agreements

Presenters

Neal A. Jacobs, Esquire. Managing Attorney Jacobs Law Group, PC

Mr. Jacobs, is the founding Principal and Managing Attorney of the Jacobs Law Group. His practice is focused on complex corporate, commercial, business and transactional matters as well as significant commercial litigation matters. Mr. Jacobs has a particular focus on shareholder and partner relations, sometimes referred to as Business Divorce. Prior to founding his own firm, Mr. Jacobs was with the national law firm of Blank, Rome, Comisky & McCauley and prior to that he was with Klehr, Harrison, Harvey, Branzburg, Ellers & Weir.

Mr. Jacobs is a graduate of Cook College, Rutgers University where he earned his B.S. in Economics (1980) and the Rutgers University School of Law, Camden, where he received his J.D. with Honors (1984). He is admitted to practice in Pennsylvania and New Jersey. Member: Philadelphia, New Jersey and Pennsylvania Bar Associations; Pennsylvania Trial Lawyers Association. Mr. Jacobs has won numerous honors and accolades such as having been awarded the coveted Martindale & Hubbel highest rating of AV for over ten years, Super Lawyer designations for multiple years and multiple listings in the Bar Register of Preeminent Attorneys and other similar awards.

Amanda DiChello, Esquire Trust and Estate Planning Attorney, Saul Ewing

Amanda K. DiChello focuses her practice in the areas of estate planning, estate administration, and fiduciary litigation at Saul Ewing, LLP. She represents a wide variety of parties including, but not limited to, fiduciaries, personal representatives, beneficiaries, intestate heirs, trustees, guardians, and other interested parties in disputes concerning trust and estate administration, trust and will interpretation, will contests, claims against probate estates, and guardianship actions. Ms. DiChello was recognized as a "Pennsylvania Super Lawyer Rising Star" from 2010 through 2012 and 2014. Ms. DiChello holds an LL.M. in Tax from the Villanova University School of Law Graduate Tax Program and a J.D. from the Roger Williams University School of Law in Rhode Island. Ms. DiChello holds a second LL.M. in Trial Advocacy from the Temple University Beasley School of Law, where she graduated with honors and was the sole recipient of the Faculty Award for outstanding achievement in courtroom presentation and performance. Ms. DiChello is a member of the bars of the Commonwealth of Pennsylvania, the State of New Jersey, the United States Tax Court, and the U.S. District Court for the Eastern District of Pennsylvania.

Morris Gocial, Managing Member MDG CPA's

Morris Gocial, founding member of MDG LLC, assumes responsibilities in areas of direct client supervision, forensic and litigation support services and business valuations. Mr. Gocial advises his clients in areas such as maximizing profits, setting long term goals, creating internal control systems, choosing financing alternatives, etc. As a Certified Forensic Accountant and Certified Valuation Analyst, he is an expert in computing damages, business valuations, investigative accounting, auditing and other types of engagements and has prepared reports and/or testified in U.S. District Court (District of Columbia), U.S. District Court of Pennsylvania for the Eastern District, U.S. Bankruptcy Court, Eastern Division of Pennsylvania and District of Delaware, Superior Court of New Jersey Chancery Division and Family Division, West Virginia Circuit Court, and Pennsylvania Court of Common Pleas for Philadelphia, Montgomery, Bucks, Chester counties and arbitration hearings.

In addition to preparing business valuations for litigation related matters, Mr. Gocial uses his expertise in business valuations in non-litigation matters such as gifting, succession planning, estate matters, buy-sell agreements, selling businesses, mergers & acquisitions, etc.