Buying Part of a Business – The Missouribar

Originally presented on: October 17, 2019

Buying part of an operating company is entirely unlike buying the entire company.  When the buyer takes some but not the assets of a particular business line or operating unit, there are issues of allocating debt and other liabilities, as well as potential successor liability.  Crucially, there are issues of assigning certain client/customer contracts and the transitioning of both rank-and-file employees and managers.  Also unlike acquisitions of entire companies, buying a division or subsidiary involves complex transition service agreements between the seller and the buyer, ensuring the continuance of perhaps essential lifelines to the acquired division or subsidiary or the seller. This program will provide you with a practical guide to structuring and drafting agreements for acquisitions of divisions and subsidiaries.

• Asset purchases v. entity acquisition
• Allocation of debt/liabilities and successor liability
• Identifying essential assets and personnel necessary for post-closing success
• Management transitions and employee retention
• Transition services agreements – post-closing agreements between seller and acquirer

Speakers: Frank Ciatto, Venable, LLP, Washington, DC and James Marky, Venable, LLP, Washington, DC

NOTE: This program was originally produced as a telephone seminar and is available on demand in streaming audio. This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias or Kansas credit.