About the Course:
This seminar provides an extremely thorough overview of Negotiating Asset Acquisitions. The comparative tax advantages and disadvantages relative to stock sales for both buyers and sellers (and sellers' shareholders) is comprehensively reviewed. Keen insight is provided with respect to retained assets, assumed assets, retained liabilities assumed liabilities.
This webinar is replete with numerous examples of critical clauses found in Asset Purchase Agreements.
If you don't know the answers to questions such as these you really should listen to this webinar:
- What are some of the examples of hidden successor liabilities that could radically affect the negotiations of asset agreements?
- How should government approvals be handled in the context of asset acquisitions?
- How do legal fees associated with asset sales compare to legal fees associated with stock sales?
- What is the significance of disclosure representations?
- How should indemnifications in connection with bulk sales be negotiated?
- How can solvency representations mitigate the risks of being accused of fraudulent conveyances?
- How might consents for change of control be drafted so as to best reduce the leverage of third parties?
- How should attorney-client privilege issues be addressed so as not to yield advantage to third parties?
- Why are integration clauses crucial for asset buyers?
- Under what circumstances can shareholders of selling companies be proportionately responsible for liabilities of liquidated companies?
- To what extent might buyers be required to pay already incurred employee benefits such as vacation days and federal payroll taxes?
Course Leader: David I. Albin, Partner, Finn Dixon & Herling LLP
David Albin is a partner of Finn Dixon & Herling representing clients in the areas of mergers and acquisitions, private equity and venture capital and securities law and general representation.
Mr. Albin 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. Clients for whom Mr. Albin has recently provided merger transactional advice include Warwick Group, Palm Ventures, Memry Corporation and Return Path, Inc. Recent representative transactions would include the sale of a public health care product manufacturer to an Italian public company, the sale of a controlling interest in a chain of "for-profit" universities to a private equity fund, the purchase of a controlling interest in an e-business company and the asset sale of a major manufacturer of flooring products to a public company.
Mr. Albin has also provided a number of public companies with advice regarding their securities law matters and both public and private companies with advice and counsel on a wide range of corporate governance, contract and other matters. Clients for whom Mr. Albin has served in the role of outside general counsel are engaged in a wide range of activities and industries including medical devices, health care services, e-commerce, government procurement, and food and beverages.
Course Length: Approx. 1.5 hours
Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at email@example.com.