In a difficult economy, “asset deals” are much more prevalent than “stock deals.” The buyer prefers to acquire only specific assets of the seller rather than the seller’s entity and the liabilities and other troubles that may go with it. The seller prefers a “clean” deal, where the buyer takes the entity, all of its assets, employees and operations and liabilities. But even when a seller agrees to an asset-only sale, there are real limits to the structure. Among others, common law and statute frequently impose successor liability on the asset buyer. This program will provide you with a real world guide to planning, structuring and drafting asset purchases, including special due diligence and letter of intent issues, the form of consideration for the transaction, successor liability and creditor issues, major tax considerations, and special challenges in transferring specific types of assets. Day 1: February 11, 2013: · Understanding the differences and risks and rewards of asset v. stock deals · Special due diligence considerations when assets are transferred · Techniques for transferring different types of assets – real estate, intangible property, licenses, contracts and more · Representations and warranties when assets are transferred · Forms of consideration, including cash, equity in the buyer, and asset exchanges Day 2: February 12, 2013: · Post-closing issues, including what happens to the seller’s entity? · Successor liability, creditor claim, and unknown liability issues – allocating the risk among the parties · Employee issues –what if the buyer wants to retain seller employees? · Major tax issues, including IRC Section 338(h)(10) and state transfer tax issues · Special considerations when the seller is a pass-through entity Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.
In a difficult economy, “asset deals” are much more prevalent than “stock deals.” The buyer prefers to acquire only specific assets of the seller rather than the seller’s entity and the liabilities and other troubles that may go with it. The seller prefers a “clean” deal, where the buyer takes the entity, all of its assets, employees and operations and liabilities. But even when a seller agrees to an asset-only sale, there are real limits to the structure. Among others, common law and statute frequently impose successor liability on the asset buyer. This program will provide you with a real world guide to planning, structuring and drafting asset purchases, including special due diligence and letter of intent issues, the form of consideration for the transaction, successor liability and creditor issues, major tax considerations, and special challenges in transferring specific types of assets.
Day 1: February 11, 2013:
· Understanding the differences and risks and rewards of asset v. stock deals
· Special due diligence considerations when assets are transferred
· Techniques for transferring different types of assets – real estate, intangible property, licenses, contracts and more
· Representations and warranties when assets are transferred
· Forms of consideration, including cash, equity in the buyer, and asset exchanges
Day 2: February 12, 2013:
· Post-closing issues, including what happens to the seller’s entity?
· Successor liability, creditor claim, and unknown liability issues – allocating the risk among the parties
· Employee issues –what if the buyer wants to retain seller employees?
· Major tax issues, including IRC Section 338(h)(10) and state transfer tax issues
· Special considerations when the seller is a pass-through entity
Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.