Structuring Carve-Out Transactions: Key Deal, Environmental, Intellectual Property, and Other Considerations
Allocating Assets and Liabilities, Due Diligence, Reps, and Warranties, Consents
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine the key considerations in structuring carve-out transactions. Our panel's discussion will include best practices for determining and segregating carve-out assets and liabilities, timing and pricing issues, environmental and intellectual property concerns, transition services agreements, reps and warranties, and consent issues.
- Carve-out: sale of business or division
- Preparing for sale
- The scope of due diligence
- Allocation of assets and liabilities
- Transition services
- Key transaction documents
The panel will review these and other essential questions:
- What factors might make a carve-out transaction more complex than the outright sale of a company?
- What steps should a seller take before proceeding with a carve-out transaction?
- What factors should a purchaser consider in scoping and evaluating the assets and liabilities of the target?
- What are the key ancillary agreements?
Abbi L. Cohen
Ms. Cohen, recognized as a leading environmental lawyer by Chambers USA for more than a decade, focuses her practice on... | Read More
Ms. Cohen, recognized as a leading environmental lawyer by Chambers USA for more than a decade, focuses her practice on evaluating environmental liabilities associated with corporate, real estate, and financing transactions—including with respect to energy—and providing both state and federal permitting and regulatory compliance advice. She has assisted clients in siting and permitting industrial facilities, including resource recovery and cogeneration facilities, as well as power plants.Close
J. Ian Downes
Mr. Downes practices in the area of labor and employment law, with a focus on ERISA litigation and labor-management... | Read More
Mr. Downes practices in the area of labor and employment law, with a focus on ERISA litigation and labor-management relations. He has significant experience with ERISA class actions, including so-called “stock drop” cases, as well as in representing clients in all types of labor and employment litigation.Close
Stephen R. Pratt
Mr. Pratt focuses his practice on mergers and acquisitions, with an emphasis on private equity and public company... | Read More
Mr. Pratt focuses his practice on mergers and acquisitions, with an emphasis on private equity and public company M&A, as well as securities offerings and general corporate matters, including corporate governance matters and public company reporting and disclosure issues.Close
Mr. Smith focuses his practice on all matters relating to intellectual property, particularly intellectual property... | Read More
Mr. Smith focuses his practice on all matters relating to intellectual property, particularly intellectual property litigation. His practice ranges from brand protection and enforcement to advising on the international expansion and development of intellectual property portfolios with particular emphasis on the fashion, retail, telecoms, leisure and beauty sectors. Mr. Smith also regularly advises on copyright and design infringement with a focus on the fashion industry.Close