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Home » Webinars » M&A Agreements: Opportunities and Perils in Asset Acquisitions
M&A Agreements: Opportunities and Perils in Asset Acquisitions
Structuring and Documenting the Merger or Acquisition Transaction
Recording of a 90-minute premium CLE webinar with Q&A
Conducted on Thursday, March 21, 2013
Recorded event now available
This CLE webinar will provide counsel a review of special considerations to decide whether to structure a transaction as a purchase of assets rather than as a stock purchase or a merger. The panel will outline the mechanics of the asset transaction, highlighting key points to address and documentation pitfalls to avoid.
Asset acquisitions offer opportunities and perils that stock purchases and mergers do not, but can be more complex. Buyers often prefer asset purchases as a way to acquire a business without its liabilities, but there may be significant tax costs to the seller and legal doctrines that may limit the effectiveness of liability limitations.
Asset agreement provisions specifying assets and liabilities to be transferred, representations, closing conditions, and indemnification covenants are key to accurately reflecting the parties' bargain. Deal counsel should also address statutory issues such as bulk sales and fraudulent transfer statutes.
Counsel should also consider issues such as de facto merger and successor liability theories. Other considerations include contractual rights with third parties related to the assets purchased, intellectual property transfer issues, tax implications, confidentiality issues and indemnification issues.
Listen as our authoritative panel of M&A attorneys discusses ways to structure and document an asset acquisition, addressing successor liability, stockholder approval, fraudulent transfers and tax implications. The panel will identify potential issues when assets purchased comprise a separate division of the seller.
Structuring the transaction
Documenting the transaction
The panel will review these and other key questions:
What issues unique to asset purchase acquisitions should deal counsel take into consideration when drafting asset purchase agreements?
What potential issues can arise when assets purchased comprise a separate division of the seller?
What are key points to include and documentation pitfalls to avoid in structuring an asset acquisition agreement?
Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.
Byron F. Egan
Jackson Walker
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing... | Read More
Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing practice. He has extensive experience in business entity formation and governance matters, M&A, and financing transactions in a wide variety of industries. He also advises boards of directors and their audit, compensation, and special committees.
David I. Albin
Finn Dixon & Herling
Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities... | Read More
Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities law, and general representation. He has significant experience representing private equity and venture capital groups, as well as public and private companies, in their acquisition, disposition, investment, formation and other activities. Mr. Albin is a leader in state and federal bar activities. He has served as Chairman of the Business Law Section of the Connecticut Bar Association and is an active member of the American Bar Association's Mergers and Acquisitions Committee for which he is currently serving as Chairman of the Private Equity Mergers and Acquisitions Subcommittee.
Nathaniel L. Doliner
Carlton Fields
Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint... | Read More
Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint ventures. His extensive mergers and acquisitions and joint venture experience includes work for technology companies, manufacturing companies, electric utilities, telecommunications companies, hospitals, large physician practices, insurance carriers, broadcasting companies, retail internet businesses, food and beverage companies, food service and other wholesale distributors, veterinary specialty and emergency hospitals, companies in the building trades, and employee staffing businesses. Mr. Doliner has also handled numerous transactions involving public-private partnerships, infrastructure transactions, and sales and purchases of businesses in bankruptcy proceedings.
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Mergers and Acquisitions Law Advisory Board
Charles H. Baker
O'Melveny
Igor Kirman
Wachtell Lipton Rosen & Katz
Kevin C. Logue
Paul Hastings Janofsky & Walker
Mark D. Williamson
Gray Plant Mooty
I appreciated the way the speakers took opposing positions to illustrate the negotiation points.
Denise Stevens
Loeb & Loeb
I thought Strafford's program covered a well-balanced handling of issues and solutions.
James Newsom
Rath, Young & Pignatelli
I thought the webinar was great.
Regina Trainor
North Shore LIJ Health System
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