Section 363 Bankruptcy Sales

Navigating the Sale Process and Negotiating the Asset Purchase Agreement

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

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Conducted on Thursday, March 22, 2012

Recorded event now available

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Course Materials

This CLE course will provide bankruptcy attorneys with a thorough review of the Section 363 sale process and examine the associated risks and opportunities. The panel will outline best practices for counsel to buyers and secured creditors involved in Section 363 sales.


Bankruptcy filings have increasingly become a vehicle for sale rather than reorganization. Acquisitions of distressed businesses are reaching record levels as buyers take advantage of bargain price opportunities. These investment opportunities present many legal and financial concerns.

Section 363 allows for a more expeditious and efficient sale than a Chapter 11 plan, although acquisitions through a Section 363 sale pose legal hurdles for both buyers and sellers.

Counsel for the buyer and seller must understand the risks and opportunities in distressed bankruptcy sales and act strategically to negotiate a deal that maximizes the value of the troubled business to their clients’ respective benefits.

Listen as our authoritative panel reviews the Section 363 bankruptcy sale process, examines the associated risks and opportunities, and offers best practices for buyers and secured creditors involved in Section 363 sales.



  1. Asset sales generally
    1. Standards for approval under Section 363
    2. Sale procedures
    3. Use of professionals
    4. Due diligence
    5. Stalking horse bidders
    6. Auction process
    7. Sale orders
  2. Asset purchase agreement
    1. Lack of standard contractual protections
    2. Successor liability
    3. Sale of assets, clear of liens and encumbrances
    4. Assumption of contracts with anti-assignment provisions


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 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?

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


George M. Cheever
George M. Cheever

Of Counsel
K&L Gates

Mr. Cheever represents debtors, lenders, trade suppliers, landlords, and other creditors, purchasers of assets of...  |  Read More

Keith Miles Aurzada
Keith Miles Aurzada

Bryan Cave

His bankruptcy litigation experience includes representation of unsecured creditors' committees, secured creditors and...  |  Read More

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