Negotiating Carve-Out Transactions

About the Course:

This webinar presents unique insights into Negotiating Corporate Carve-Out Agreements. Every year hundreds of companies carve-out selected business lines that are valued at more than $100 million each. These transactions allow sellers to divest distressed operations and concentrate efforts on more viable business lines. At the same time, carve-outs allow buyers to maximize returns by selectively acquiring strategic assets or operations.

If you don't know the answers to questions such as these, you really should listen to this webinar:

  • How can the absence of stand-alone financial statements for the carved-out entity be addressed?
  • What are some of the factors that can affect the targeted businesses cost structure post-transaction?
  • Why is the issue of interviewing customers often a point of contention between carve-out buyers and sellers?
  • What are some of the factors that could complicate realigning employees with the new corporate structures?
  • Why might carve-outs hinder the seller's ability to seek lost profits damages if its patents are infringed post-transaction?
  • How can you negotiate providing the carved-out entity with the seller's software with the software provider?
  • How should you negotiate the assignment of customer contracts?
  • How can technology be harnessed to facilitate confidentiality?
  • How can you detect the gaming of valuations?
  • To what extent are activist investors irritants or lubricants in effecting corporate carve-outs?
  • How is the issue of negotiating the vesting of options typically handled?
  • What are the keys to negotiating successful Transition Service Agreements?

Course Leaders: Charles J. Morton, Jr., Partner, Venable LLP

Chuck Morton, repeatedly ranked as one of the top M&A lawyers in the country, co-chairs Venable's Corporate Practice Group, splitting his time between Venable's Washington and Baltimore offices. He has a national practice, solving complex problems faced by lenders, investors, and entrepreneurs as they create, build, and buy or sell businesses. He routinely advises on mergers and acquisitions and financings, including every flavor of equity investment. He regularly acts on behalf of private equity groups and banks.

Richard Johnson, Associate, Venable LLP

Richard Johnson is a member of Venable's Business Transactions Group, and focuses on mergers and acquisitions, financing transactions and general corporate planning matters. Mr. Johnson has represented clients in a wide range of industries and has worked with publicly traded, emerging growth and start-up companies.

Course Length: Approx. 1.0 hours


Purchase Now:

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at