elizabeth sanberg
TRANSCRIPT
Obligatory Disclaimer• NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the sender by reply e-mail and destroy all copies of the original message. I am not your attorney. This presentation is not intended to be legal advice. This presentation contains my own views and maybe overly simplified. NOTICES IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that, except to the extent expressly provided to the contrary, any federal tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. This presentation, message and any files transmitted with it are confidential and may be subject to attorney-client privilege or work-product protection, and should not be read or distributed by anyone other than an intended recipient. If you received this by mistake, please notify us by replying to the message, and then delete it. This e-mail message, including attachments, is for the sole use of the intended recipient(s) and may contain confidential or proprietary information. If you are not the intended recipient, immediately contact the
Background
• Blogging for 7 years
• Financial Institutions Attorney
• Mom, dog lover, ice cream fanatic
Are you a…
• Buyer? • Seller?
Photo credit: coolmikeol
Photo credit: amg.lincluden
How to Sell Your Website
Preparing Site for Sale
Due Diligence
Agreement
File Transfer and $$$
What this Presentation is Not About
• In depth how to sell
• Pricing
• Strategies for Sale
Example of Why You Need this Info
6.1.1 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement
6.1.2 The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes
and accordingly no party will argue to the contrary.
This agreement is governed by, and must be construed in accordance with, the laws of the State of Victoria, Australia and the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia and their Courts of Appeal.
What an Agreement Does
1. Tells you what to do when everything goes RIGHT
2. Tells you what to do when things go WRONG
When Things Go Well
Who are the Parties to the Agreement?
• Structure of Agreement
– Merger
– Asset Purchase Agreement
• Almost all blog sales will be asset deals
– If Seller, do you as individual own site or do you have LLC or S Corp set up?
What is Being Sold?
Assets
• Domain
• Files, data, photos on website
• Brand
• Social Media Accounts
• Email account(s)
• "Third-Party Agreements" (e.g., hosting, affiliate relationships, writers)
• Podcasts, videos, ebooks, email list
*Arguably, the most important part of agreement*
What is Being Sold?
Buyer Seller
• Narrow– "Pinterest, Facebook, Twitter
accounts with the username ____________"
– Any data or media available hosted on the Website, which Seller has original and exclusive rights to
• Broad– "All Social Media Accounts"
– "all Records" defined as "Records" means originals and copies, in any material form, of all books, files, reports, records, correspondence, documents, supplier lists and contact details, customer lists and contact details, price lists, calculations, costings and associated documentation and other material of or relating to or used in connection with the Assets;
Both PartiesBe clear in the beginning to avoid disputes later.
When are You Getting Your Money/Website?Buyer Seller
• Upon transfer of the domain
• Upon transfer of all of the assets
Middle Ground
• Half of $, then domain transfer; second half of $, password transfer
• Escrow.com
Third Party Agreements
• May include: hosting, writers/staff, advertisers, affiliates
• Do you want to buy/sell all third-party agreements?– Considerations for Buyer
• Historical data
• Already have relationships with third-parties and not want liabilities associated with the seller's accounts
– Considerations for Seller
• Can the agreements be transferred in accordance with their terms?
– May depend on who is party to the both agreements (you as individual or the company)
– e.g.: Google Adsense: "Assignment. You may not assign or transfer any of your rights under the Agreement."
• Do you have other sites that you want to continue to use the accounts for?
Third Party Agreements --the Bottom Line
Read the third-party agreements you have to ensure they are transferrable, or only agree to
transfer to the extent transferable under the terms of those third-party agreements and by
law accordance
When Things Go Poorly
Photo credit: tamethebear
Jurisdiction, Governing Law, and Venue
• Where do you want to be if something goes wrong?
– Most likely, where you currently live or where your company is organized
Indemnification
• How much, for how long, and for what will the other person be liable?
– Buyer wants longer time periods and more money
• e.g. 2 years and no cap on claims
– Seller wants shorter time periods and less money
• e.g. 3 months and limited to purchase price
– Covers breaches of agreement and liabilities not assumed by Buyer
Other Fun Stuff
What else should you include in your agreement?
What is Seller doing next? Non-Compete and Consulting Agreements
• Considerations for Seller– Why are you selling?
– Do you want to write about the same thing for another site?
– Do you want to keep working for the same site you're selling?
• Buyer– How much of the blog is the Seller's voice?
– Do you want to keep them around or keep them from writing elsewhere?
– Legal implications of non-competes
Confidentiality/Non-Disclosure
Photo credit: thamimzy
Intellectual Property
Seller• Do you own everything that
you're selling?– Probably not: e.g. Flickr, quoting
from other blogs
• Are you ok with anythingbeing done with your content, including photos after you sell?– Can buyer continue posting in
your name?
– Can buyer modify content to say things other than what you meant?
Buyer
• Do your due diligence of site before you purchase
• What are you planning on doing with site and content?
For Sellers: How to Prepare Your Site
• Know what you own
• Know your rights under third-party agreements
• Remove content that you don't want sold (e.g. personal photos)
• Prepare detailed records about financials
Key Takeaways
1. No Matter What: Read the Agreement.
2. Know the Price Point at which you would call an Attorney– Buyers: Have an attorney prepare a standard
agreement
– Sellers: What is your risk tolerance? How much are you willing to afford to lose if the buyer turns around and says there was something wrong?
– All: Know that attorneys can be as involved as you want them to be.
Questions?
Elizabeth Sanberg
• Founder, Women’s Money Week
• Attorney, Lindquist & Vennum
Remember to sign up for Women's Money Week 2014 at www.womensmoneyweek.com!