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David Spiller, Partner, Miller & Martin PLLC to Speak at the Knowledge Group’s Buying or Selling a Small to Medium-Sized Business How to Get the Best Deal for Your Client

New York, NY, October 29, 2014 --( The Knowledge Group/The Knowledge Congress Live Webcast Series, the leading producer of regulatory focused webcasts, has announced today that David Spiller, Jr., Parner, Miller & Martin PLLC will speak at the Knowledge Group’s webcast entitled: “Buying or Selling a Small- to Medium-sized Business How to Get the Best Deal For Your Client.” This event is scheduled for October 29, 2014 from 12:00pm – 2:00pm (ET).

Event Synopsis:

There are a myriad of business, financial, legal, and other important aspects of selling and buying a business, from valuation techniques, to financing methods, to tax complications and beyond. Transactions involving small- and medium-sized businesses can present unique challenges in “getting closed,” as compared to larger deals, in part and often due to the circumstances and expectations of the players and the condition of the target business.

In this webinar, a panel of skilled leaders in their fields will guide listeners through the process and unique challenges of buying or selling a small- to medium-sized business. They will help ensure that legal and financial complications are avoided by identifying the most critical aspects for Purchasers and Sellers in this context. The panel of speakers includes nationally-known mergers and acquisitions attorneys who will discuss:

- The Purchase Agreement, stripped to its essentials
- Signing and closing mechanics
- The “Rule 10b-5 Rep”
- Bridging the gap on valuation and risk expectations:
- Earnouts
- Seller Notes/Holdbacks
- Setoff Rights
- R&W Insurance Policies
- Earnouts – What they are, their Rationale, Measurement Criteria and Frequency of Use
- Seller’s Need to Protect the Earnout from Post-Sale Actions of the Buyer
- Operational Covenants and Examples
- Contractual Adjustments to Financial Metrics
- Acceleration Events
- Distress Deals – Sales of Assets of Insolvent or Financially-Troubled Companies
- Bankruptcy Code Section 363 Sales
- Assignments for Benefit of Creditors
- Bulk Sales
- UCC-1 Sales by a Secured Lender

About John David Spiller, Jr.

David Spiller works with buyers and sellers in business mergers and acquisitions; companies and investors in capitalizations and financings, including venture capital financings; and businesses in the licensing and distribution of products, including intellectual properties. In addition, he advises public companies on periodic securities filings and other securities laws issues. His clients span many industries, and their transactions range widely in size and often involve national and multi-national operations. He joined Miller & Martin after practicing in Austin, Texas with the Supreme Court of Texas and with the firm Graves, Dougherty, Hearon & Moody.

David’s mergers and acquisitions practice has largely focused on lower middle-market transactions less than $50,000,000 in consideration value. He has very broad experience working with private equity funds and fundless sponsors in the lower middle-market platform acquisitions and roll-ups, as well as full exits and partial divestitures. Additionally, he has represented a variety of small, often family-held businesses in charge of control events, as well as publicly-held and other large companies in strategic acquisitions, joint ventures and other business combinations.

About Miller & Martin PLLC - Advising Successful Businesses for Over 145 Years

Established in 1867, Miller & Martin PLLC today is a full-service regional law firm. Miller & Martin offices are located in Atlanta, Chattanooga and Nashville with attorneys practicing in over 35 areas of law. More information can be found on the firm’s website at

For further details, please visit:

About The Knowledge Group, LLC/The Knowledge Congress Live Webcast Series

The Knowledge Group was established with the mission to produce unbiased, objective, and educational live webinars that examine industry trends and regulatory changes from a variety of different perspectives. The goal is to deliver a unique multilevel analysis of an important issue affecting business in a highly focused format. To contact or register to an event, please visit:
Contact Information
The Knowledge Congress
Thomas LaPointe, Jr., Executive Director
Therese Lumbao, Director
Account Management & Member Services

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