Closing and After: The Purchase Agreement, Rollover Equity, Earnouts, and What to Do With the Money

Read a purchase agreement like your lawyer does, protect yourself on representations, indemnities, and escrows, and plan the year after the sale so you keep the most of what you earned.

Who it is for: Sellers between the letter of intent and the first anniversary of closing.
Runtime: 60 minutes

Pre-order: this course is still in development. Your purchase includes its materials as they are published in your portal. No release date is confirmed. Buy 5 or more and every course is 30% off.

See the full track See the full curriculum

After payment is confirmed and your access is set up, the files listed below can be downloaded from your portal. Any unpublished materials will be added when ready, at no additional charge.

Files currently available

Purchase Agreement Anatomy.
Reps and Indemnity Negotiation Checklist.
Rollover Equity and Earnout Term Checklist.
Closing Funds Flow Worksheet Guide.
Closing Funds Flow Worksheet.
Post Sale Twelve Month Tax and Wealth Plan.
Slide deck.
Visual: Roadmap.
Visual: Agreement Map.
Visual: Working Capital Trueup.
Visual: Indemnity Terms.
Visual: Rollover Diagram.
Visual: Earnout Tax Flowchart.
Visual: Funds Flow.
Visual: After Closing Calendar.
Visual: Money Decision Tree.
Visual: Worked Example Gain.
Visual: Tricks and Traps.
Workbook.
The narrated lesson. 60 minutes, cued to the deck, with chapter markers by lesson. Added to your portal when published, at no extra cost. This purchase does not guarantee that the narrated lesson is available today.

What the course covers

01Anatomy of a purchase agreement: price, adjustments, representations, covenants, and conditions9 min
02Indemnification: caps, baskets, survival, escrows, and insurance7 min
03Rollover equity: tax-deferred, minority protections, and the second bite6 min
04Earnouts: metrics, control, and tax treatment5 min
05Closing: the funds flow, deal costs, employee bonuses, and tax clearances7 min
06After closing: the final returns, the allocation form, and the estimated tax on the gain6 min
07What to do with the money: the exclusions, the deferrals, gifts to trusts, and protection8 min
08Worked example: the twelve months after a 5 million dollar closing8 min
09Tricks of the trade and traps: shorter survival periods, the earnout as an installment, the guarantee nobody released, and the estimate nobody paid4 min

How it fits: Requires 8.5. Closes the tranche and the curriculum. Pairs with 7.4, 7.5, and 6.6.

The standard every course holds

A narrated lesson of 45 to 60 minutes, produced as audio
A designed slide deck you download and keep
A computational workbook that runs the actual legal tests
A toolkit of checklists and protocols
A legal authority appendix carrying the two-pass vetting protocol

Written for a diligent reader with no legal education. Professionally narrated using a studio voice model of Brian T. Boyd. The course is recorded instruction, not a live consultation.

Where this course sits

Track 8: Succession Planning and Mergers and Acquisitions

This course is one step in a track built around a single outcome. See the full build order and the other courses that get you there.

Back to this track

Educational material from the private client curriculum of Brian T. Boyd. This is legal education for a general audience, not legal advice, and no attorney-client relationship is created by purchasing, viewing, or using it. Tax outcomes depend on your facts and your state.