Leveraging Section 363 in Mergers and Acquisitions
Analyzing the Evolving Risks and Benefits of Buying and Selling Distressed Assets
Recording of a 90-minute CLE webinar with Q&A
This CLE seminar will discuss strategies for counsel involved in Section 363 sales and acquisitions, including a thorough briefing of the evolving risks and benefits and best practices for executing a distressed company M&A deal.
Outline
- Asset sales
- Standards for approval under Section 363
- Sale procedures
- Risks
- Lack of standard contractual protections
- Unwanted liabilities
- Opportunities
- In bankruptcy, leave unwanted liabilities behind
- Expeditious sale of assets, clear of liens and encumbrances
- Assumption of contracts with anti-assignment provisions
- Best practices
- Due diligence
- Third party valuation of the assets
- Releases/waivers
Benefits
The panel will review these and other key questions:
- What risks do buyers and sellers face in 363 sales? What steps can the parties take to minimize those risks?
- What are some of the potential legal pitfalls in negotiating distressed M&A deals?
- What are the best practices for counsel on both sides of the deal to tailor terms in distressed transactions?
Faculty
Robert L. Eisenbach, III
Of Counsel
Cooley Godward Kronish
He focuses his practice on bankruptcy and restructuring matters. He represents unsecured creditors' committees in... | Read More
He focuses his practice on bankruptcy and restructuring matters. He represents unsecured creditors' committees in Chapter 11 cases in a range of industries and guides companies and their boards of directors through Chapter 11 and out-of-court restructurings. He helps purchasers navigate the unique issues involved when buying assets from financially troubled or bankrupt companies.
CloseJennifer Fonner DiNucci
Partner
Cooley Godward Kronish
She focuses primarily on mergers and acquisitions, representing public and private companies from various industries as... | Read More
She focuses primarily on mergers and acquisitions, representing public and private companies from various industries as well as investment banks and venture capital firms. She also handles includes securities and general corporate law matters.
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