M&A Agreements: Opportunities and Perils in Asset Acquisitions

Structuring and Documenting the Merger or Acquisition Transaction

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, March 21, 2013

Recorded event now available

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Course Materials

This CLE course will provide counsel a review of special considerations to decide whether to structure a transaction as a purchase of assets rather than as a stock purchase or a merger. The panel will outline the mechanics of the asset transaction, highlighting key points to address and documentation pitfalls to avoid.


Asset acquisitions offer opportunities and perils that stock purchases and mergers do not, but can be more complex. Buyers often prefer asset purchases as a way to acquire a business without its liabilities, but there may be significant tax costs to the seller and legal doctrines that may limit the effectiveness of liability limitations.

Asset agreement provisions specifying assets and liabilities to be transferred, representations, closing conditions, and indemnification covenants are key to accurately reflecting the parties’ bargain. Deal counsel should also address statutory issues such as bulk sales and fraudulent transfer statutes.

Counsel should also consider issues such as de facto merger and successor liability theories. Other considerations include contractual rights with third parties related to the assets purchased, intellectual property transfer issues, tax implications, confidentiality issues and indemnification issues.

Listen as our authoritative panel of M&A attorneys discusses ways to structure and document an asset acquisition, addressing successor liability, stockholder approval, fraudulent transfers and tax implications. The panel will identify potential issues when assets purchased comprise a separate division of the seller.



  1. Structuring the transaction
  2. Documenting the transaction


The panel will review these and other key questions:

  • What issues unique to asset purchase acquisitions should deal counsel take into consideration when drafting asset purchase agreements?
  • What potential issues can arise when assets purchased comprise a separate division of the seller?
  • What are key points to include and documentation pitfalls to avoid in structuring an asset acquisition agreement?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Byron F. Egan
Byron F. Egan

Jackson Walker

Mr. Egan is engaged in a corporate, partnership, securities, mergers and acquisitions (M&A), and financing...  |  Read More

Albin, David
David I. Albin

Finn Dixon & Herling

Mr. Albin represents clients in the areas of mergers and acquisitions, private equity and venture capital, securities...  |  Read More

Doliner, Nathaniel
Nathaniel L. Doliner

Carlton Fields

Mr. Doliner practices in the areas of mergers and acquisitions, corporate law, corporate governance, and joint...  |  Read More

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